SINGLE ORGANIZATION END USER LICENSE AGREEMENT
DigitalGlobe, Inc. ("DigitalGlobe") provides to the "End User" the DigitalGlobe products under the terms of this license which accompany the products unless the End User has signed a contract which may supersede this license.
|1.||AUTHORIZED USERS. The single organization license applies to multiple users solely within one corporation or government agency at multiple locations within a single country (e.g. one corporation (but not subsidiaries), one county government (all departments), one federal agency (below cabinet level in the U.S.), one state or provincial government agency, or one city government (all departments).|
LICENSE ACCEPTANCE. The End User may accept and agree to the terms of this License by doing any one of the following:
(a) entering into a contract with DigitalGlobe which contains these terms;
(b) accepting, in whole or in part, a quotation describing the Product by any means (including the use of Customer's purchase order, whether or not that purchase order contains inconsistent terms and conditions);
(c) installing or manipulating the Product on any computer hardware;
(d) damaging or destroying the Product; or
(e) retaining the Product for more than 15 days following receipt. If the License is not accepted, End User may receive a full refund for the purchase price of the Products by returning the Products, unopened to DigitalGlobe within 14 calendar days of receipt. Please contact DigitalGlobe at (800) 496-1225 or (303) 702-5561 to arrange for a merchandise pick-up.
LICENSE GRANTED AND PERMITTED USES. By accepting the terms of this license, the End User is permitted the rights to use the Products internally at its facilities within its country of residence and to:
i. Make an unlimited number of copies for the normal sales and marketing efforts internally at sites or facilities located within the country of the End User.
ii. Modify the Products or use the Products to create derived works.
iii. Provide the Products to contractors for the development of a derived work for the internal use of the End User only.
iv. Release hardcopy prints on a limited non-commercial basis, contained in research reports or similar publication, provided that the End User conspicuously marks the copyright.
v. After notifying DigitalGlobe of the URL that will be used, post Products and derived works to Internet web sites, provided that downloading of image data and screen capture is precluded.
vi. After notifying DigitalGlobe of the URL that will be used, post derived works to Internet web sites and allow downloading provided that the quality is not better than 8 bit, the image is not georeferenced, the amount downloaded is not more than the amount which can be displayed on a screen at one time, and the image is downloaded at the same resolution as displayed on the screen. Proper copyright must be conspicuously marked.
PROHIBITED USES. All rights not expressly granted to the End User are retained by DigitalGlobe. These include, but are not limited to the following:
i. Copy or reproduce (even if merged with other materials), other than as consistent with the Permitted Uses.
ii. Sell, license, transfer, disclose, the Products or use them in any manner not expressly authorized by this Agreement.
iii. Alter or remove any copyright notice or proprietary legend contained in or on the Products. End User agrees that any embodiment of the Products permitted under this Agreement will contain the following notice: "Includes material (c) DigitalGlobe."
|5.||DERIVED WORKS. Derived works containing imagery data from the Products are covered by this License. Derived works that do not contain imagery data from the Products are not covered by this License. For example a vector map (features, buildings, waterlines, classification) derived from a Basic Product is outside of this license.|
|6.||LIMITATIONS AND DISCLAIMER OF WARRANTY. DigitalGlobe provides a limited warranty for 30 days that the Products delivered will be of the area of interest ordered and the media used to carry the Products will be free from physical or material defects. Our sole liability shall be to replace the media if the media (not the software or data encoded thereon) is defective and the End User returns such to DigitalGlobe within 30 days of delivery. WITH THE EXCEPTION OF THE PROCEEDING WARRANTY, THE PRODUCTS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. DIGITALGLOBE DOES NOT WARRANT THAT THE PRODUCTS WILL MEET THE END USER'S NEEDS OR EXPECTATIONS, OR THAT OPERATIONS OF THE PRODUCTS WILL BE ERROR FREE OR UNINTERRUPTED. NO INFORMATION PROVIDED BY DIGITALGLOBE OR ITS AGENTS, EMPLOYEES, OR ITS RESELLERS OR DISTRIBUTORS SHALL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY, AND THE END USER IS NOT ENTITLED TO RELY ON ANY SUCH INFORMATION.|
|7.||NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL DIGITALGLOBE BE LIABLE FOR ANY CLAIM OR LOSS INCURRED BY THE END USER, INCLUDING WITHOUT LIMITATION, COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER NONCOMPENSATORY DAMAGES, SUCH AS LOST PROFITS, LOSS OF GOODWILL, OPPORTUNITY COSTS, COST OF COVER, OR COST OF REPLACEMENT GOODS, IRRESPECTIVE OF WHETHER DIGITALGLOBE KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. THE END USER ACKNOWLEDGES THAT NO REPRESENTATIONS MADE BY THIRD PARTY DISTRIBUTORS OR RESELLERS ARE BINDING UPON DIGITALGLOBE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. IF DIGITALGLOBE'S LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT IS FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, DESPITE THE LIMITATIONS CONTAINED HEREIN, THE END USER AGREES THAT DIGITALGLOBE'S LIABILITY SHALL NOT EXCEED FIFTY PERCENT (50%) OF THE LICENSE FEES PAID BY THE END USER TO DIGITALGLOBE WITH RESPECT TO THE PRODUCTS AT ISSUE OVER THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.|
i. The End User acknowledges, and will cause its employees and agents to acknowledge, that DigitalGlobe and its licensors will own all rights in any copy, translation, modification, adaptation or other Derived work that End User or its contractors may create that is covered by this license.
ii. This License Agreement constitutes the complete and exclusive agreement between DigitalGlobe and the End User relating to its subject matter. This License Agreement supersedes all prior and contemporaneous representations, correspondence, proposals or agreements relating to its subject matter, whether oral or written. This License Agreement may be modified only by a written amendment signed by both DigitalGlobe and the End User. If any provision is determined to be invalid or unenforceable, the remaining provisions of this License Agreement shall continue to be valid and enforceable. Neither this License Agreement nor any of the rights granted by it may be assigned or transferred by the End User without the prior written consent of DigitalGlobe. This restriction on assignments or transfers shall apply to assignments or transfers by operation of law, as well as by contract, merger or consolidation. Any attempted assignment or transfer in derogation of this prohibition is void.
iii. The End User shall be responsible for obtaining any and all required governmental authorizations, including but not limited to any export or import licenses, and foreign exchange permits.
iv. Except as noted in Paragraph 1, this is the exclusive and entire Agreement between DigitalGlobe and Customer regarding its subject matter, merging all prior or contemporaneous instruments or agreements and discussions between the parties. Customer may not assign any part of the Agreement without DigitalGlobe's prior written consent. This Agreement shall be governed by the internal laws of Colorado. Customer shall pay any taxes on the Product or transactions, except for those based on DigitalGlobe's income. If any provision of this Agreement is declared invalid or unenforceable, the remaining provisions of this Agreement shall remain in effect.
DigitalGlobe 1900 Pike Road Longmont, CO 80501 USA
Rev. 11/19/02 CORP_SYS_457_E.doc
Single Organization End User License Agreement