LICENSE AGREEMENT FOR GIS DATA by and between INTERNATIONAL MAPPING ASSOCIATES (“International Mapping”) and CUSTOMER
(version as of November 1, 2014)

IF THESE TERMS AND CONDITIONS ARE PROVIDED TO YOU ON-LINE, THEN, BY CLICKING “I ACCEPT” OR “I AGREE”, YOU DECLARE THAT YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS AND REPRESENT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON BEHALF OF THE CUSTOMER.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “I DO NOT ACCEPT” OR “I REJECT” BUTTON AND YOU WILL NOT BE PERMITTED TO DOWNLOAD OR USE THE APPLICABLE DATA.

SUMMARY

This is a summary of key features and terms of the actual Data License.  It is not a substitute for the full license, which should be reviewed before using the Data.

You are free to:
• Access and Use the Data for your own internal operations on one workstation at a time
• Create reports, including images generated from the Data, for your own internal operations
• Law firms and consultants may share reports and images with a single client, for that client’s own internal operations, and may use them for that client’s legal proceedings

Under the following terms:
• Attribution: Any report or document must give appropriate credit for use of the Data, by including the following notice: “Boundary data from International Mapping, all rights reserved”
• No Publication, Sublicense or Transfer of Data or Reports: You may not publish (in any form or medium) the Data or any reports or images generated from the Data (except to share reports and images with a single client and/or for use in legal proceedings).
• Single Workstation License: You may install the Data on only a single computer (or other form of workstation) at any time.
• No Third Party Access to Data: You may not permit any third party to access the Data.
• No Modification, Adaptation or Derivatives:  You may not modify, adapt or convert the Data into other formats (except to generate images or reports as stated above).
• No Warranties are given:  The Data is intended for informational purposes only.  It should not be used as a sole source for determining ultimate treaty boundaries or for other decision-making.

§ 1 Definitions.
1.1 “Agreement” means this License Agreement and any Order Forms that have been completed online by Customer or signed in hard copy by International Mapping and Customer.

1.2 “Customer” means the person or entity completing the Order Form(s) to license one or more sets of Data from International Mapping.

1.3 “Data” means data, GIS files, databases, maps, boundaries, demographics, symbols, graphics, vectors, and other information provided by International Mapping to Customer hereunder, including all raw, temporary, interim and processed copies of such information, and any and all portions, compilations, selections and arrangements of such information.

1.4 “International Mapping” means International Mapping Associates, having a place of business at 5300 Dorsey Hall Drive, Suite 201, Ellicott City, Maryland 21042, U.S.A.

1.5 “Order Form” means an order by Customer for the Data that is accepted by International Mapping.

1.6 “Permitted Uses” means:
(a) Customer’s use for its own internal operations, including the preparation of reports, documents and electronic files for such reports and documents (which may include images generated using the Data), for Customer’s internal operations; or
(b) If Customer is a consultant or legal services provider, (i) use of the Data for its own internal operations as in Section 1.6(a), plus (ii) use for preparation of reports and other documents, (which may include images generated using the Data) for a single client, transfer of the reports, documents and images to that single client for client’s own internal operations, and/or use with that single client’s project or legal proceedings.
Permitted Uses do not include any distribution, transfer or provision of access to the Data, or any publication or distribution of documents created using the Data, to any third parties, except as expressly permitted in this Section 1.6.  Permitted Uses also do not include any modification, adaptation, or creation of derivative works based upon the Data, except for generation of images from the Data as expressly permitted in this Section 1.6.

1.7 “Proprietary Rights” shall mean any and all patent rights, copyrights, trademark rights, trade secret rights, rights of publicity, rights of privacy, sui generis database rights, moral rights or other intellectual property or proprietary rights anywhere in the world.

1.7 “Single Workstation” shall mean one (1) computer (or other form of workstation).  “Single Workstation” does not include a server, virtual network or other mechanism which would allow access by more than one individual user at any given moment in time.

§ 2 License Grant
2.1 Delivery. Upon Customer completion of the Order Form and payment for the Data specified on the Order Form, International Mapping will promptly deliver to Customer the specified Data. This Agreement does not entitle Customer to any support or maintenance services.

2.2 License Rights. Subject to the terms and conditions contained in this Agreement, International Mapping hereby grants to Customer, a worldwide, fully-paid , non-exclusive, non-transferable, non-sublicensable license to use the Data only for the Permitted Uses.  Customer is granted the right to install the Data on only a Single Workstation at any one given moment in time (that is, the Data may be removed from one workstation and installed on a different workstation).  Customer may make and retain in the Customer’s possession such copies of the Data as may be required for archival backup purposes.

2.3 Attribution Required.
(a) Customer may use the Data to create its own documents generated from use of the Data (that is, reports or other documents that include images generated from the Data) provided that all such documents include a notice “Boundary data from International Mapping, All rights reserved.” Customer shall further identify International Mapping as the source of the data underlying such documents in a manner, style and form reasonably expected to identify International Mapping as the source and licensor of the Data.
(b) For maps derived from the Data, the attribution “Boundary data from International Mapping” must appear on the map. This may be modified to read “Includes Boundary data from International Mapping” if only some of the geo-data appearing on the maps is from International Mapping.”

§ 3 Use Restrictions.
3.1 General Restrictions.  Customer agrees that it will only use the Data for the Permitted Uses and in compliance with the terms of this Agreement.  Customer is expressly prohibited from any other uses of the Data (especially duplication, distribution, public accessibility).

3.2 Specific Restrictions.  Without limiting Section 3.1, Customer agrees that:

(a) Customer shall not modify or convert the Data into other formats (except to generate images or reports as a Permitted Use).
(b) Customer shall not publish the Data.
(c) Customer shall not make the Data available or accessible to third parties via copy, transfer, lease, loan, assignment, sale, gift, sublicense or any other means; provided, however this shall not limit creation and transfer of reports and/or images for clients pursuant to the Permitted Use of Section 1.6(b).
(d) Customer shall not use the Data in any manner that competes with or otherwise harms the interests of International Mapping.

3.3  Irreparable Harm. Customer acknowledges that any unauthorized use or disclosure of the Data will cause irreparable harm and injury to International Mapping for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Customer further agrees that International Mapping shall be entitled to injunctive relief in the event Customer uses the Data in violation of the licenses granted hereunder.

§ 4 Ownership.
4.1 Ownership. As between the parties, International Mapping is the owner of all right, title and interest in and to the Data  and any modifications thereto and Proprietary Rights therein, regardless of the form of media in which it is contained and regardless of the author of any modifications.

4.2 Customer Acknowledgement. Customer acknowledges that the Data includes geographic, statistical and graphical information that has been created, selected, structured and/or arranged in an original and valuable manner after a significant investment of time, effort and money by International Mapping and is confidential and proprietary to International Mapping.  Customer agrees not to take any action to jeopardize, encumber, disclose, challenge, limit or interfere with International Mapping’s ownership and rights to the Data.

4.3 Confidential Treatment.  Customer will maintain the confidentiality of the Data with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care.  Data received under this Agreement shall be used solely for the Permitted Use and for no other use or purpose.  Customer will not disclose any of the Data to or to any third parties except to employees or clients as expressly set for in the Permitted Uses. Customer will be responsible for breach by any such employee or client.

4.4 No Implied Licenses. International Mapping retains and reserves all of its Proprietary Rights subject to any express licenses granted in this Agreement. No implied licenses are granted by this Agreement or are otherwise intended between the parties.

§ 5 License Fees and Payment.
5.1 License Fees. In consideration for the license granted in Section 2 above, Customer shall pay in advance to International Mapping the fees set forth on the Order Form(s) it has completed, which shall include the fully-paid license granted under this Agreement. The fees are non-refundable and must be received by International Mapping prior to delivery of the Data.

5.2 Taxes. Customer shall be responsible for all taxes of any type, nature or description (including, but not limited to, sale, use, gross receipts, excise, import, export, income and employment taxes); provided, however, that Customer shall not be responsible for any income taxes imposed upon International Mapping by any taxing jurisdiction, arising by virtue of the performance of this Agreement.

§ 6 Term and Termination.
6.1 Term.  The term of this Agreement shall be for the term of International Mapping’s Proprietary Rights in the Data, unless earlier terminated under Section 6.2.

6.2 Termination. This Agreement may be terminated by International Mapping for cause immediately if Customer breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of written notice describing the breach.  International Mapping may terminate this Agreement immediately if Customer participates in any unauthorized use of the Data (including, without limitation, participating in or allowing a third party’s unauthorized use thereof).  Customer may discontinue its use of the Data at any time at Customer’s discretion.  However the fees paid pursuant to the Order Form(s) are non-refundable even if Customer ceases use of the Data.

6.3 Effect of Termination. Immediately upon termination of this Agreement, Customer will cease its use of the Data and shall return to International Mapping any tangible copies (e.g., CDs, DVDs, USB drives) of the Data in its possession or control.  Customer shall erase all intangible copies of the Data from Customer’s computer systems.

6.4 Survival. In addition to any rights to payment, the following Sections shall survive any termination of this Agreement: 3, 4, 6.4, 7 and 8.

§ 7 No Guarantees; Disclaimer of Warranties; Limitation of Liability.
7.1 No Guarantees.  International Mapping uses reasonable efforts to ensure the accuracy, correctness and reliability of the Data, but does not guarantee results and makes no representations as to the completeness, accuracy or currentness of the information contained therein.  The Data is intended for informational purposes only and should not be used as a sole source for determining ultimate treaty boundaries or for other decision-making.  Customer acknowledges that International Mapping  will not be held liable for any damages suffered or incurred by Customer or any third person arising out of any faults, interruptions, delays, inaccuracies, errors or omissions in the Data.

7.2 Disclaimer of Warranties.  THE DATA IS PROVIDED “AS IS.”  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INTERNATIONAL MAPPING EXCLUDES AND DISCLAIMS  ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF  ACCURACY, RELIABILITY, CURRENTNESS, MERCHANTABILITY, ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT KNOWN OR DISCOVERABLE), OR FITNESS FOR A PARTICULAR PURPOSE.

7.3 Limitation of Liability. In no event will International Mapping be liable to Customer on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this Agreement or use of the Data, even if advised of the possibility of such losses, costs, expenses, or damages. To the maximum extent permitted by applicable law, in no event shall International Mapping’s liability to Customer or any third party arising out of this Agreement exceed the total amount paid to International Mapping by Customer hereunder for the Data.

7.4 The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability.

§ 8 General.
8.1 Power and Authority.  International Mapping represents that it has full power and authority to enter into and perform this Agreement.   Customer represents that it: (i) has full power and authority to enter into and perform this Agreement, and (ii) will use the Data in strict compliance with all applicable federal, state and local laws, rules and regulations, and in compliance with the terms of this Agreement,.

8.2 The parties hereto expressly understand and agree that the parties are an independent in the performance of each and every part of this Agreement and neither party has the ability to bind the other or to incur any obligation on its behalf.

8.3 No term or condition of this Agreement will be waived and no failure to comply consented to unless expressly agreed to by the Licensor.

8.4 To the extent possible, if any provision of this Agreement is deemed unenforceable, it shall be automatically reformed to the minimum extent necessary to make it enforceable. If the provision cannot be reformed, it shall be severed from this Agreement without affecting the enforceability of the remaining terms and conditions.

8.5  U.S. Government Rights. If Customer is an agency, department, or other entity of the United States Government, or funded in whole or in part by the United States Government, then use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product (Data), is restricted in accordance with the LIMITED or RESTRICTED RIGHTS as described in applicable FAR and DFARS provisions, which may include, without limitation, FAR 12.211 and FAR 12.212 (commercial item acquisitions); DFARS 252.227-7015 (NOV 1995) (DOD technical data – commercial items clause); and/or FAR 52.227-14 Alternates I, II, and III (JUN 1987) (civilian agency technical data).  In case of conflict between any applicable FAR and/or DFARS provisions and this Agreement, the construction that provides greater limitations on the Government’s rights shall control.  Contractor/manufacturer is International Mapping Associates, 5300 Dorsey Hall Drive, Suite 201, Ellicott City, Maryland 21042, U.S.A. (Phone 443-367-0050). The Data is “© International Mapping Associates, Inc. All rights reserved.”   Customer shall ensure that all copies of the Data, and all output from use of the Data, include this legend.

For purpose of any public disclosure provision under any federal, state or local law, it is agreed that the Data are trade secrets and a proprietary commercial product and exempt from any statute, law, regulation, or code, including any Sunshine Act, Public Records Act, Freedom of Information Act, or equivalent, which otherwise would permit public access and/or reproduction or use of the Data.  In the event that such exemption is challenged under any such laws, this Agreement shall be considered breached and any and all right to retain any copies or to use of the Data shall be terminated and considered immediately null and void and any and all copies of the Data shall immediately be destroyed.

8.6 Export Laws. Customer shall comply with the U.S. Foreign Corrupt Practices Act and all applicable export laws, restrictions, and regulations of the U.S. Department of Commerce, and U.S. Department of Treasury and any other U.S. or foreign agency or authority. Customer will not export or re-export, or authorize the export or re-export of the Data, technology or information Customer obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any such law, restriction or regulation, including, without limitation, export or re-export to Cuba, Iran, Iraq, Libya, North Korea or any other country subject to U.S. trade embargoes, or to any party on the U.S. Export Administration Table of Denial Orders or the U.S. Department of Treasury List of Specially Designated Nationals.

8.7  Governing Law & Jurisdiction.  This Agreement shall be interpreted and controlled by and construed and enforced according to the laws of the State of Maryland, U.S.A. without regard to conflicts of laws provisions thereof that would permit the application of laws of any other jurisdiction. Customer and International Mapping each hereby specifically submit themselves to the sole and exclusive jurisdiction of the state and federal courts sitting in Baltimore, Maryland, U.S.A. for any and all disputes.

8.8  This Agreement (together with all completed and accepted Order Forms) constitutes the entire agreement between the parties concerning the subject matter hereof, and replaces and supersedes any prior verbal, written and electronic understandings, communications, or representations between the parties.