Koordinates Commercial Geodata License v1
License detail
KOORDINATES COMMERCIAL GEODATA LICENCE V1
NOTICE TO USER: PLEASE READ THIS LICENCE AGREEMENT ("AGREEMENT") BEFORE PURCHASING AND USING THE PURCHASED GEODATA.
YOUR PURCHASE, STORAGE, COPYING, DISTRIBUTION, OR USE OF ALL OR ANY PORTION OF THE PURCHASED GEODATA INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY AND COMPLY WITH ALL ITS TERMS.
IF YOU HAVE PURCHASED THE PURCHASED GEODATA ON BEHALF OF ANY ORGANISATION, COMPANY OR OTHER ENTITY, YOU REPRESENT AND WARRANTY THAT YOU HAVE FULL AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY.
YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT PURCHASE, USE, COPY OR STORE THE PURCHASED GEODATA.
You accept this Licence by clicking on the MAKE PURCHASE button or similar buttons or links as designated by Koordinates.com.
1 DEFINITIONS
1.1 The following terms and expressions shall have the following meaning: Affiliate: any corporation, company or other entity which directly or indirectly controls, is controlled by or is under common control with, Koordinates.com.
Agreement: this Licence Agreement, as may be renewed and/or amended from time to time.
Documentation: any online or otherwise enclosed documentation provided by Koordinates.com.
Effective Date: means the date on which this Agreement is entered onto by clicking on the ACCEPT button or the date of final installation or use of the Purchased Geodata by You, whichever occurs earlier.
IP Rights:
i. patents, pending patents applications, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, know how and confidential information;
ii. all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or which are recognised in the future;
iii. applications, extensions and renewal in relation to any such rights.
Koordinates.com: or "Koordinates" refers to the company which is owned by Koordinates Limited, a company which is duly incorporated in New Zealand under the company number 1689904 and which has its registered office at Level 8, AGC House, 52 Victoria Street West, Auckland, New Zealand and which operates its business under a licence granted by the Supplier.
Koordinates Staff: the other officers, directors, employees, contractors and other staff and agents of Koordinates or its Affiliates, or any other person or entity engaged on any basis by Koordinates or its Affiliates.
Koordinates Website: any and all elements, contents and the 'look and feel' of the website available under the URL, http://koordinates.com- among other URL's – from which website the Purchased Geodata can be downloaded.
Personnel includes directors, other officers, staff of very kind including employees and contractors, and also agents.
Purchased Geodata or Geodata means the data supplied by the Supplier to Koordinates and distributed and made available for purchase by Koordinates on koordinates.com
Supplier: means the Supplier of Geodata distributed and made available for purchase by Koordinates on koordinates.com
Terms: means this Agreement together with the "Additional Terms".
You: You, the Purchaser and user of the Purchased Geodata, also used in the form "Your" where applicable.
1.2 Reference to the singular includes the plural and vice versa, and references to one gender include all genders.
1.3 Any phrase introduced by the expression "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, of the words preceding these terms.
2 LICENCE AND RESTRICTIONS
2.1 Scope of Licence: Koordinates on its behalf and on behalf of the Supplier grants you a non-exclusive, non-sub-licensable, non-transferrable licence to use the Purchased Geodata in accordance with all the terms and conditions of this licence and the sales Agreement.
2.2 General Use: You will use the Purchased Geodata solely for lawful purposes. In this respect, without limiting the foregoing, you may not:
(a) Intercept or monitor, damage or modify any communication which is not intended for you;
(b) Use any type of spider, virus, worm, trojan horse, time bomb or any other codes that are designed to distort, delete, damage or disassemble the Purchased Geodata;
(c) Send any unsolicited commercial communications not permitted by applicable law;
(d) Expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way;
(e) Use the Purchased Geodata to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party; or
(f) Use any material or content that is subject to any third party's exclusive rights, unless you have a licence or permission from the owner of such rights.
2.3 Server Use and Distribution:
(a) You may install any number of copies of Purchased Geodata for use by you or by your organisation internally; (b) Your personnel and agents may install a copy of Purchased Geodata on their personally owned home computers, provided that they use it for Your internal business purposes only, and not for their own personal use. You are responsible for the compliance of Your personnel and agents with the terms of this licence.
2.4 No Granting Rights to Third Party: You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary provider, otherwise grant rights to third parties with regard to the Purchased Geodata or any part thereof.
2.5 Derivative works: You may modify or create derivative works of the Purchased Geodata.
2.6 Exclusive Ownership: Any and all IP rights in the Purchased Geodata are and shall remain the exclusive property of the Supplier. Nothing in this Agreement is intended to transfer any IP rights to, or to vest any such IP rights in, You.
2.7 Protection of rights: You are only entitled to the limited use of the IP rights granted to you in this Agreement. You will not take any action to jeopardise, limit or interfere with the rights of the Supplier, Koordinates.com or Koordinates Limited. Any unauthorised use of rights of the Supplier is a breach of this Agreement as well as a breach of intellectual property laws and treaties, including without limitation copyright laws and trade mark laws.
2.8 No Warranties: The Purchased Geodata is provided "as is" with no warranties whatsoever; Koordinates does not, either expressly, impliedly, make any warranties, claims or representations with respect to the Purchased Geodata, including, without limitation, warranties of condition quality, performance, non- infringement, merchantability or fitness for use for a particular purpose. Koordinates further does not represent or warrant that the Purchased Geodata will always be available, accessible, uninterrupted, timely, secure, accurate, complete or error free or will operate. Nor does Koordinates warrant any connection to or transmission from the internet, or any quality of connection made through the Purchased Geodata.
2.9 Limitation of Liability:
(a) Under no circumstances will the Supplier, Koordinates or its Affiliates be liable to You, or any other person or entity, for any loss of use, revenue, or profit, loss or damage data, or other commercial economic loss or for any direct, indirect, incidental, special, statutory, common law, exemplary or consequential damages whatsoever related to Your use or reliance upon Koordinates services, even if advised of the possibly of such damages or if such damages are foreseeable.
(b) This limitation shall apply to fundamental or material breaches or a breach of a fundamental or material term of this Agreement.
2.10 Indemnity: You agree to indemnify, defend, and hold the Supplier, Koordinates and its Affiliates harmless from and against any and all liability and costs, including reasonable solicitor client legal fees or costs incurred by such parties, in connection legal fees and costs incurred by such parties, in connection with or arising out of Your breach of any term of this Agreement or any applicable law or regulation whether or not referenced herein, or breach of any rights of any third party or use or misuse of the Purchased Geodata.
3 TERM AND TERMINATION
3.1 Term: This Agreement will be effective as of the Effective Date and will remain effective until terminated by Koordinates or You as set out below. The Additional Terms will be effective as of the date upon which they are acceptable by You and will remain effective until terminated by either Koordinates or You as set out below and/or in the applicable terms.
3.2 Termination: Without limiting other remedies, Koordinates may limit, suspend, or terminate this Licence and Your use of the Purchased Geodata with immediate effect, automatically and without recourse to the courts if Koordinates considers at its discretion that You are in breach of the Terms, or there is legal liability (actual or potential) for infringing someone else's intellectual property rights, You are engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Koordinates shall effect such termination by either notice to You to the email address You have provided, and/or by preventing Your access to Your User Account.
3.3 Consequence of Termination: Upon termination of this Agreement and the additional terms:
(a) All licences and rights to use the Purchased Geodata and the Koordinates services shall immediately terminate;
(b) You will immediately cease any and all use of the Purchased Geodata and Koordinates services; and
(c) You will immediately remove the Purchased Geodata from all hard drives, networks and other storage media and destroy all copies of Purchased Geodata in Your possession or under Your control.
4 ADDITIONAL TERMS
4.1 In addition to this Agreement, You have to comply with the following Additional Terms before purchasing and downloading the Purchased Geodata We expect You to read these Additional Terms carefully, all of which are made part of this Agreement.
4.2 You agree that Koordinates may collect and store information about You as a customer through Your purchase of Geodata on the website which may include information in relation to:
(a) the geographical location of Your user account;
(b) The type and amount of Geodata You purchase;
(c) The frequency of Your purchases; and
(d) The download file format and map projections You use.
4.3 The use or http://www.koordinates.com is subject to the Terms of Use at: http://www.koordinates.com/about/terms_of_use/
4.4 Your Confidential Information and Your Privacy: Koordinates is committed to respecting your privacy and the confidential information of your data. The Privacy Policy at http://www.koordinates.com/about/privacy_policy/ sets out how Koordinates may use your personal data, the traffic data and the content in Your communications. If You object to Your information being used in the way set out in the Privacy Policy then do not use the Koordinates services. Any use by You amounts to consent to Koordinates to use Your personal data.
4.5 Any other exceptions: If You want to do anything not permitted under this Agreement or by one of the above Additional Terms, you will have to obtain Koordinates' prior written consent and enter any further required terms.
5 GENERAL
5.1 Entire Agreement: The terms and conditions of the Terms constitute the entire Agreement between You and Koordinates with respect to the subject matter hereof and do also precede and replace all prior understandings and agreements in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either You or Koordinates arising out of fraud or fraudulent misrepresentation.
5.2 Partial Invalidity: If any provisions of the Terms or a Term, is found by any Court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision (or part-provision) in question is not of fundamental nature to the Terms as a whole, then the legality, validity or unenforceability of the remainder of the Terms (including the remainder of the Terms which contains the relevant provision) shall not be affected.
5.3 No Waiver: No failure to exercise or delay in exercising, any right, power or remedy provided by the Terms or by law will constitute a waiver of that right, power or remedy. If Koordinates waives a breach of any provision of the Terms these should not operate as a waiver or a subsequent breach of that provision or as a waiver of a breach of any other provision.
5.4 Assignment: You are not allowed to assign the Terms or any rights hereunder. Koordinates is allowed at its sole discretion to assign Terms or any rights hereunder to any third party, without giving prior notice.
5.5 Applicable Law and Competent Court: The Terms shall be governed and interpreted in accordance with the law of New Zealand and shall be subject to the exclusive jurisdiction of the New Zealand Courts.
5.6 Currency: In the event it becomes relevant, any currency shall be the lawful currency of New Zealand and any transactions shall be through banks in New Zealand wherever originated.
5.7 Language: The English language shall be the prevailing version in the event that the Terms of this Agreement have been translated into other languages.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN.
BY CLICKING ON THE "MAKE PURCHASE" BUTTON OR OTHER BUTTONS AS NOMINATED BY KOORDINATES AND PURCHASING THE GEODATA, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT KOORDINATES AND THE SUPPLIER THE RIGHTS SET FORTH
LAST UPDATED: 22 AUGUST 2008