Geographic Information Systems
Data License Agreement
Date:
User's
Name:
Address:
City/State:
Email:
PRODUCT
LICENSING AGREEMENT
TERMS AND
CONDITIONS
THIS LICENSING AGREEMENT is made as of the date
specified on the cover hereof between the County of Charleston, SC (hereinafter referred to as
"COUNTY") and the [enter name here]
(hereinafter referred to as “USER”).
Whereas, COUNTY is the designer and
developer of the geographic information system (GIS) products delivered under
this agreement (hereinafter referred to as "DATA") with the right to
license and distribute the DATA; and
Whereas, USER will make use of the
DATA in its business activity according to the following restrictions and obligations;
Whereas, USER desires a license to
use the DATA and the COUNTY desires to grant such a license to USER for the
sole purpose of permitting USER to use the DATA in its business activity.
NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree to the following terms and
conditions:
[Describe data
here]
2.1 Limited Warranty
(A) COUNTY shall make reasonable efforts
to deliver DATA in the format requested by USER.
(B) COUNTY disclaims any
other warranties, express or implied, respecting this agreement or the DATA.
(C) The DATA and associated
materials are provided "as is,” without warranty as to their performance,
merchantability, or fitness for any particular purpose. The entire risk as to the uses, results, or
performances of DATA is assumed by USER.
2.2 The
execution, delivery and performance of this Agreement are within USER’s power
and authority, and USER has duly authorized, executed, and delivered such
Agreements and has taken or will take all action necessary to carry out and
give effect to the transactions contemplated by the Agreement.
3.1 Restrictions on Use
A. USER is authorized to use
the data described herein for [describe use]
B. USER shall not disclose, lease, sell, distribute, make, transfer, or assign the DATA or engage in any other transaction which has the effect of transferring the right of use of all or part of the DATA.
C. USER shall inform COUNTY of any inaccuracies which are identified in the DATA. COUNTY will make the required changes upon appropriate verification and make corrected data available without charge.
D. All
USER designed materials and output (internal reports, maps, products, etc.)
will bear all copyright, trademark, and other proprietary notices required by
COUNTY (Example: Copyright 2003,
E. USER may not publish, in the public domain, DATA in any form without written approval of the County.
F. All USER materials will bear the date of the DATA.
3.2 Reserved Rights -
COUNTY shall retain all rights, title, and interest in the DATA, including the
right to license the DATA covered by this license to other users.
ARTICLE 4. TERM/TERMINATION
4.1 This Agreement may be
terminated by COUNTY at any time if USER fails to comply with any of the terms
of the Agreement.
4.2 This
Agreement shall remain in effect for one year unless this Agreement is terminated
or the DATA is recalled or otherwise withdrawn from public record.
ARTICLE 5. REMEDY
5.1 USER’s sole and
exclusive remedy for breach of this limited warranty will be to return the
DATA, which may be replaced by COUNTY at its discretion.
5.2 Any available remedy to COUNTY shall be cumulative and shall be in addition to every other remedy given under this Agreement now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. In order to entitle the COUNTY to exercise any remedy available to them in this Article, it shall not be necessary to give notice other than such notice as may be required by law.
ARTICLE 6. RELEASE AND
INDEMNIFICATION
6.1 COUNTY shall not be liable for any activity involving the DATA with respect to the following:
(A) Lost
profits, lost savings or any other consequential damages.
(B) The fitness of the DATA for a
particular purpose.
(C) The
installation of DATA, its use, or the results obtained.
6.2 COUNTY
shall not be liable for indirect, special, incidental, compensatory, or consequential
damages or third party claims resulting from the use of DATA, even if they have
been advised of the possibility of such potential loss or damage.
6.3 USER, to the extent allowed by state law,
hereby releases the COUNTY and the State and their respective officers,
directors, members, employees, attorneys and agents, (hereinafter collectively
referred to as “Indemnified Parties”) from, and agrees that such Indemnified
Parties shall not be liable for, and agrees to indemnify and hold harmless the
Indemnified Parties against any or all liability or loss, cost or expense,
including without limitation, attorney’s fees, fines, penalties and civil
judgments, resulting from or arising out of or in connection with or pertaining
to any loss or damage resulting from the use of the DATA.
ARTICLE 7. CONSIDERATION
[Enter fees here]
8.1 Invalidity. To the extent that any
provision of this Agreement is determined to be in contradiction of, or in
conflict with the Code, any State law, or any regulation, the Code, State law
or regulation shall control.
8.2. Entire Agreement. This LICENSE contains the entire agreement of
the parties hereto with respect to the matters covered hereby, and no other
agreement, statement or promise made by any party hereto, which is not
contained herein, shall be binding or valid.
8.3 Governing Laws. This Agreement is made under
and shall be construed in according with the laws and regulations of the State
of
8.4 Amendment. This Agreement may be changed or amended only
by written agreement of the parties.
WITNESS the hands and seals of the
parties this day and date first above written:
____________________________ ________________________________
Signature Signature
_________________________ ______________________________
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