End User License Agreement
VALTUS IMAGERY SERVICES, a division of North West Geomatics Ltd.
Please read the terms and conditions provided below carefully. By downloading, installing or using Valtus or
Valtus-supplied imagery or LiDAR data (collectively "Products") or services, you acknowledge that you have
read this agreement and agree to be bound by its terms and conditions.
Valtus Imagery Services, a division of North West Geomatics Ltd., ("Valtus") is the owner or licensee of intellectual property rights (including copyright) in the Products made available or accessible by use of the online services provided by Valtus (the "Services") to ___________ (the "Customer"). Conditioned upon compliance with the terms and conditions of this Agreement, Valtus grants to the Customer a non-exclusive, non-assignable and non-transferable license to use for the Customer's internal business purposes the Products and/or Services for which the Customer has paid the required license fees.
The Products are licensed, not sold, to the Customer. No ownership rights are transferred to the Customer. The Products and Services may only be used internally by the Customer or externally by individual users authorized in writing by Valtus or its distribution partner through which Customer is licensing the Products, and not by any other party, whether or not affiliated with the Customer. If the Customer is a federal, provincial, or local government agency, the Products are licensed solely to the particular agency and not to any other government agency.
No part of the Products, Services or products derived there from, or any right granted under this Agreement may be copied, sold, rented, leased, lent, sub-licensed, disclosed, or transferred to any other person or entity. The Customer shall not use any part of the Products or Services to develop or derive any other product or service for distribution, disclosure, or commercial sale, without a license specifically authorizing it to do so, with the understanding that no such right is granted under this Agreement. The Customer acknowledges that Products and Services contain and embody proprietary materials, valuable data, trade
secrets, and copyrights of Valtus and its licensors and suppliers. Unauthorized reproduction, modification, distribution, or display of the Products or Services in whole or in part, and in any manner not expressly authorized in this Agreement are prohibited. The Customer shall keep confidential and use its best efforts to protect the Products and Services and prevent their unauthorized disclosure or use. The Customer shall immediately notify Valtus upon discovering evidence of a current or threatened misuse or unauthorized use or disclosure of the Products or Services by any party. The Customer may not modify, distort, disassemble, decompile or in any way attempt to reverse engineer the Services or any software provided as part of the Product, or the Product itself.
The Customer may not transfer these Products to or store the Products or Services in any electronic network for use by more than the number of users authorized in writing by Valtus or its distribution partner through which Customer is licensing the Products, unless it obtains prior written permission from Valtus and pays associated additional fees.
THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS", AND VALTUS MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, UPTIME, ACCURACY, OR NON-INFRINGEMENT. IN NO EVENT WILL VALTUS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES, HOWEVER CAUSED, THE CUSTOMER UNDERSTANDING AND ACKNOWLEDGING THAT ITS SOLE REMEDY UNDER THIS AGREEMENT IS TO REQUIRE VALTUS TO REDELIVER THE PRODUCTS REQUESTED BY THE CUSTOMER. If the FOREGOING DISCLAIMER OF WARRANTIES AND limitation of liability for any reason IS unenforceable or inapplicable, THE CUSTOMER agrees that VALTUS AGGREGATE liability Valtus Imagery Services shall not exceed the license fees paid by the CUSTOMER to VALTUS with respect to the PRODUCTS OR SERVICES at issue.
The Customer agrees that the limitations of liability and disclaimers set forth herein will apply regardless of whether the Customer has accepted the Products or any other product or service delivered by Valtus. The Customer acknowledges and agrees that Valtus has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.
This agreement will terminate automatically without notice, and all access to the Services and Products will be terminated, if the Customer fails to comply with any term of this Agreement. In the event of termination, the Customer must immediately return Products to Valtus or destroy it and certify this destruction in writing to Valtus.
The Customer agrees to defend, indemnify, and hold Valtus, its affiliates, directors, employees, and agents harmless from and against any claim, action, proceeding, loss, cost, expense, damages, and liability, including reasonable attorneys' fees, arising from the Customer's breach of this Agreement or any claims made against Valtus for liabilities that are expressly disclaimed or excluded by Valtus.
This Agreement is the complete and exclusive statement of the understanding between the Customer and Valtus with respect to the Products and Services and may be amended or modified only in a written instrument signed by a duly authorized representative of both parties. If any provision is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall continue to be valid and enforceable. Without the prior written consent of Valtus, neither this Agreement nor any of the rights granted by it may be assigned or transferred by the Customer. This restriction on assignments or transfers shall apply to assignments or transfers by operation of law, as well as by contract, merger or consolidation.
It is THE CUSTOMER'S RESPONSIBILITY to ensure that its use of the Products and Services complies with these terms and to seek prior written permission from Valtus for any uses not expressly permitted or not specified in this Agreement.
