Koordinates Commercial Geodata License v1

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, 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;

(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;

(d) The download file format and map projections You use.

4.3 The use or www.koordinates.com is subject to the Terms of Use at:
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 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