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The Atlanta & Vicinity Street
Map
Online Index Lookup Service
License Agreement
1. Grant of License: The Atlanta
& Vicinity Street Map Online Index Lookup Service hereby grants to
Licensee a non-exclusive, non-transferable limited license to use the
The Atlanta & Vicinity Street Map Online Index Lookup Service web
site and its contents only on the terms and conditions set forth in this
agreement. The license provides access and use of the web site and its
content by Licensee's authorized users that have been issued personal
passwords. Content includes computerized databases developed and maintained
by The Atlanta & Vicinity Street Map Online Index Lookup Service consisting
of continually updated indices and maps. The license is solely for the
Licensee and its authorized users' own internal and client use and benefit
and is not for resale, transfer, sublicenses or use by or for the benefit
of any third party or entity. The license is limited to the rights to
download insubstantial portions of data in machine-readable form to a
storage device under Licensee's and its users' exclusive control and to
store such data temporarily for use in accordance with the terms of this
agreement. All amendments to this license must be in writing and executed
by both parties.
2. Site/Location Usage: Each authorized
user may use his or her password at any geographical location and on any
computer in the normal course of Licensee's business for the purposes
of Licensee's in-house and client use.
3. Password/Data/Image Usage:
The Atlanta & Vicinity Street Map Online
Index Lookup Service, a web-based software product including its data
and image content, may not be used by or shared in any manner with persons
who are unauthorized users. All personal passwords are to be used exclusively
by the computer-identified user and not transferred or shared in any manner.
For data security and unauthorized usage purposes, The Atlanta & Vicinity
Street Map Online Index Lookup Service reserves the right to re-issue
new passwords on a regular basis, to issue personal password usage reports
and to block password access for any breach of this agreement.
4. Confidentiality: Licensee
and its agents agree to keep all the terms and conditions on the front
and back of this agreement strictly confidential.
5. Payment of Fees: Payments are
due in advance. The Atlanta & Vicinity Street Map Online Index Lookup
Service may automatically generate an Access Denied Notice on the computer's
screen at entry of passwords for failure to make payments on a timely
basis. Licensee agrees to make all payments set forth in this agreement.
6. Technology: Licensee may access
The Atlanta & Vicinity Street Map Online Index Lookup Service from
any Internet worldwide web connection. The users computer or CPU and ISP
(Internet Service Provider) may affect the performance of the web site.
Temporary delays or interruptions will not be the responsibility of the
Licensor due to the nature of technical applications and connections.
7.
8. Building Data: Atlanta &
Vicinity Street Map will be providing, within the limits of this agreement,
Licensee with continuously updated information on indicies and map ("data")
being collected and updated by The Atlanta & Vicinity Street Map.
The Atlanta & Vicinity Street Map Online Index Lookup Service has
the rights to use, update and license this data to the Licensee.
9. Warranty: Licensee and The Atlanta & Vicinity Street Map Online
Index Lookup Service agree that all "data" and "images" and any of the
content provided on the The Atlanta & Vicinity Street Map Online Index
Lookup Service web site and through this license is made available to
the Licensee and its authorized users "as is" without any warranty of
any nature including without being limited to the quality, accuracy, timeliness,
completeness and performance, either expressed or implied, including,
but not limited to, the implied warranties of fitness for a particular
purpose, merchantability or non-infringement. Neither The Atlanta &
Vicinity Street Map Online Index Lookup Service, nor its affiliates, nor
any party involved in any way creating, producing, maintaining or delivering
the web site technology or its content is liable for any direct, incidental,
consequential, indirect or punitive damages arising out of access to,
or use of, the web site or its contents.
10. Ownership: Licensee acknowledges that The Atlanta & Vicinity Street
Map Online Index Lookup Service and its affiliates have and retain ownership
of all "data" and "images" provided to Licensee by The Atlanta & Vicinity
Street Map Online Index Lookup Service whether or not merged or modified.
Licensee will protect any copyrights by not removing, obscuring or altering
any notices placed on any "data" or "image."
11. Use and Copying Restrictions:
In addition to those restrictions set forth
in this agreement, Licensee may not republish all or significant portions
of the "data" and "images" in any form, including printed publications
and electronic digital formats. Licensee may not use any element of the
"data" or "images," directly or indirectly, for the purpose of creating
a competitive web site or for distributing information for a fee. The
use and copying restrictions hereof shall survive the expiration and termination
of this agreement.
12. Training and Support: The
Atlanta & Vicinity Street Map Online Index Lookup Service will make
every reasonable effort to train and support all of the Licensee's authorized
users in the use of the The Atlanta & Vicinity Street Map Online Index
Lookup Service web site, at Licensee's request. Telephone and e-mail support
may be available during normal working hours. Additional training and
support is available at $75.00 per hour.
13. Web Site Modifications:
Licensee acknowledges that The Atlanta &
Vicinity Street Map Online Index Lookup Service will be making periodic
upgrades, adjustments and fixes to portions of the system and content.
As with any technical applications, temporary interruptions in service
occur, therefore The Atlanta & Vicinity Street Map Online Index Lookup
Service will not be held responsible. The Atlanta & Vicinity Street
Map Online Index Lookup Service will make its best efforts for the above
periodic system changes to occur outside of normal business hours. Normal
business hours are defined as Monday through Friday, 8 a.m. to 6 p.m.,
Eastern Standard Time.
14. Remove and Destroy: Licensee
and its agents agree that upon termination of this license for any reason,
Licensee and its agents will remove and destroy all "data" and "images"
downloaded and stored electronically from the The Atlanta & Vicinity
Street Map Online Index Lookup Service web site. Licensee agrees to allow
The Atlanta & Vicinity Street Map Online Index Lookup Service or its
agent to enter Licensees premises to inspect, remove and destroy all The
Atlanta & Vicinity Street Map Online Index Lookup Service "data and
images" discovered.
15. Assignment: Neither this license
agreement nor any rights hereunder may be assigned, sub-licensed or otherwise
transferred in whole or in part without the prior written consent from
Atlanta & Vicinity Street Map.
16. Entire Understanding: This
license agreement constitutes the entire understanding between The Atlanta
& Vicinity Street Map Online Index Lookup Service and the Licensee
with respect to the subject matter hereof and supersedes any and all prior
understandings and agreements, oral or written, relating hereto. Any amendment
hereto must be in writing and signed by both parties.
17. Limitation of Liability: In
no event shall The Atlanta & Vicinity Street Map Online Index Lookup
Service be liable to Licensee or its agents for any direct, incidental,
special or consequential damages including but not limited to: loss of
profits, revenue or data, however incurred, whether in an action in contract
or in tort or otherwise, even if The Atlanta & Vicinity Street Map
Online Index Lookup Service has been advised of such damages.
18. Governing Law; Venue: This
license agreement will be governed by and construed in accordance with
the laws of Georgia. The parties consent to the venue and jurisdiction
of the applicable courts of Georgia.
19. Force Majure: Neither party shall be responsible for neither delays nor
failure of performance resulting from acts beyond the reasonable control
of the party.
20. Arbitration: Any disputes arising
under this agreement shall be settled by binding arbitration between the
parties hereto, in accordance with the commercial arbitration rules of
the American Arbitration Association in its Atlanta office.
21. Severability: If a provision
of this agreement shall be determined to be void, invalid, unenforceable
or illegal for any reason, the validity and enforceability of all of the
remaining provisions shall not be affected thereby.
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