nTerraCon iGeo™ Terms of Service Agreement
Last Updated: July 8, 2009
Thank you for your interest in nTerraCon’s iGeo ™ product.
By downloading, installing, or using the nTerraCon iGeo™ software, accessing or using the nTerraCon iGeo™ service, or accessing or using any of the content available within the products (collectively the “Products” or “Services”), you agree to be bound by the following: (1) the nTerraCon Terms of Service, (2) the nTerraCon Privacy Policy and (3) any third party Terms of Service (e.g. Google® Maps/Earth or Bing Maps™ for Enterprise) that may apply to your use of the Products or Services.
1. Your relationship with nTerraCon.
This is a contract between you and nTerraCon, LLC. This contract applies to the nTerraCon iGeo™ software and your use of the Products or Services.
This legal agreement is referred to as the “Terms.”
The Terms include nTerraCon’s Privacy Policy.
The Terms also include any Third Party Terms of Service applicable to the use of the Products or Services.
2. Use of the Products or Services. nTerraCon grants you a non-exclusive, non-transferable, individual license to access the nTerraCon iGeo™ Services in order to download and access the Content within the Products or Services according to the Terms.
3. Restrictions on Use of the Products or Services. Unless you have received prior written authorization from nTerraCon, you must not:
Access or use the Products or any Content through any technology or means other than those provided in the Products or Services, or through other explicitly authorized means as nTerraCon may designate at its sole discretion;
Copy, translate, modify, or make derivative works of the Content or any part thereof;
Redistribute, sublicense, rent, publish, sell, assign, lease, market, transfer, or otherwise make the Products, Services or Content available to third parties;
Reverse engineer, decompile or otherwise attempt to extract the source code of the Content or Services or any part thereof, unless such action is expressly permitted or required by applicable law;
Use the Products or Services in a manner that gives you or any other person access to mass downloads or bulk feeds of any Content, including but not limited to numerical latitude or longitude coordinates, imagery, and visible map data;
Delete, obscure, or in any manner alter any warning, notice (including but not limited to any copyright or other proprietary rights notice), or link that appears in the Products or the Content; or
Use the Services or Content with any products, systems, or applications for, or in connection with, (i) real time navigation or route guidance, including but not limited to turn-by-turn route guidance that is synchronized to the position of a user's sensor-enabled device; or (ii) any systems or functions for automatic or autonomous control of vehicle behavior.
With regard to the “free” “community edition”: 1) use more than 10,000 page views per year within the iGeo™ Viewer, 2) access any Third Party software other than Google Earth™, or access more than one (1) key per user. We reserve the right to serve up nTerraCon Ads in the “free” service.
Paragraphs 3(a) - (h) above do not restrict the use of any and all Open Source code contained in portions of nTerraCon’s Products or Content. To the extent that such Open Source code is used in the Products or Content, as identified by nTerraCon from time to time, you are not restricted from any and all use, in any form, of such Open Source code. Nothing in this Agreement restricts your use of Open Source code, and nTerraCon does not and will not restrict such use.
4. Appropriate Conduct; Compliance with Law and nTerraCon Policies. You agree that you are responsible for your own conduct and content while using the Products, and for any consequences thereof. You agree to use the Products only for purposes that are legal, proper and in accordance with the Terms and any applicable policies or guidelines nTerraCon may make available. By way of example, and not as a limitation, you agree that when using the Products, Services or the Content, you will not:
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
Upload, post, email, transmit or otherwise make available any inappropriate, defamatory, obscene, or unlawful content;
Upload, post, transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of the rights, or have the permission of the owner or other legal justification to use such content;
Upload, post, email, transmit or otherwise make available messages that promote pyramid schemes, chain letters, or disruptive commercial messages or advertisements;
Upload, post, email, transmit or otherwise make available any other content, message, or communication prohibited by applicable law, the Terms or any applicable Product policies or guidelines;
Download any file posted by another that you know, or reasonably should know, cannot be legally distributed in such manner;
Impersonate another person or entity, or falsify or delete any author attributions or proprietary designations or labels of the origin or source of Content, software or other material;
Restrict or inhibit any other user from using and enjoying the Products or nTerraCon services;
interfere with or disrupt nTerraCon services or servers or networks connected to nTerraCon services, or disobey any requirements, procedures, policies or regulations of networks connected to nTerraCon services;
Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the nTerraCon services or Content, or collect information about users for any unauthorized purpose;
Submit content that falsely expresses or implies that such content is sponsored or endorsed by nTerraCon;
Create user accounts by automated means or under false or fraudulent pretenses;
Promote or provide instructional information about illegal activities;
Promote physical harm or injury against any group or individual; or
Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
5. Content in the Products or Services. nTerraCon iGeo™ allows you to access and view a variety of content from third parties, including but not limited to: photographic imagery, map and terrain data, business listings, reviews, traffic, and other related information provided by nTerraCon, its licensors, and its users (the “Content”). Additionally, you may choose to access other third party content made available in the Products through nTerraCon Services. With regard to the Content in the Products or Services, you understand and agree to the following:
Map data, traffic, directions, and related Content are provided for planning purposes only. nTerraCon makes no warranty, express or implied, with regard to the accuracy of the Content. You may find that weather conditions, construction projects, closures, or other events may cause road conditions or directions to differ from the map results. You should exercise judgment in your use of this Content.
By using the Products or Services, you do not receive any, and nTerraCon and/or its licensors and users retain all ownership rights in, the Content. You may not use, access or allow others to use or access the Content in any manner not permitted under the Terms, unless you have been specifically permitted to do so by nTerraCon or by the owner of that Content, in a separate agreement.
6. How We May Change the Agreement. If we change this Agreement, then we will provide notice as provided in Section 17 below. If you do not agree to these changes, then you must stop using the Products or Services. If you do not stop using the Products or Services, then your use of the Products or Services will continue under the changed Agreement.
We may choose in the future to charge for all use of the Products or Services, or change the requirements for “free” of charge usage. If we choose to change the fee requirements for the Products or Services, nTerraCon will provide notice of such terms as provided in section 17 below, and you may elect to stop using the Products or Services rather than incurring fees.
7. Your Responsibility. You agree to indemnify and hold the nTerraCon parties harmless from and against any and all loss, liability, and expense (including reasonable attorneys’fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out of any breach by you of any obligation or warranty under this Agreement. You will be solely responsible for defending any claim, subject to nTerraCon's right to participate with counsel it selects, and you will not agree to any settlement that imposes any obligation or liability on the nTerraCon parties without nTerracon's prior written consent.
8. Reservation of Rights. nTerraCon and its suppliers retain all right, title and interest in and to the Products or Services, the Content, and SDKs, and all intellectual property rights therein. This Agreement does not grant you any rights in any iGeo™ logo, trademark or service mark, and you will not use any logo, trademark or service mark of iGeo™ for any purpose without the prior written approval of nTerraCon. You will not claim or imply any sponsorship or endorsement of your Application by nTerraCon.
9. Term. This Agreement will become effective on payment for or first use of Products or Services or receipt of software, whichever occurs first. This Agreement may be terminated immediately for any reason and without notice by nTerraCon. If this Agreement terminates, all rights granted to you by this Agreement will automatically terminate and you will cease to have any rights to use the Products, Services or APIs.
10. No Warranty. We provide the Products and Services “as-is,” “with all faults” and “as available.” Use of the Products and Services is at your own risk and the risk to your data. We do not guarantee the accuracy or timeliness of information available from the Products or Services. The nTerraCon parties give no express warranties, guarantees or conditions. Further, the nTerraCon parties give no warranty that any data or other information you may have stored using the Products or Services will be protected, backed-up or otherwise archived, such that you would be able to recover such data in the event of a termination of the Services, loss of access to the Services, or any other cause, whether the fault of nTerraCon or a Third Party, which renders the data useless. You may have additional consumer rights under your local laws that this Agreement cannot change. We exclude any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort and non-infringement.
11. Limitation of Liability. You agree that you can only recover from the nTerraCon parties direct damages up to an amount equal to the fees you have paid to us for the Products or Services for one month. You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental or punitive damages.
This limitation applies to anything related to:
The Services;
The Content (including code) on third party Internet sites, third party programs or third party conduct;
The Products;
Viruses or other disabling features that affect your access to or use of the Products or Services;
Incompatibility between the Products and Services and other services, software and hardware;
Delays or failures you may have in initiating, conducting or completing any transmissions or transactions in connection with the service in an accurate or timely manner; and
Any and all claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort.
The limitation also applies even if:
This remedy does not fully compensate you for any losses, or fails of its essential purpose; or
nTerraCon knew or should have known about the possibility or likelihood of the alleged damages.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. They also may not apply to you because your province or country may not allow the exclusion or limitation of incidental, consequential or other damages. To the extent that this Section 11 is held to be void or unenforceable as contrary to local law, the limitation shall still apply to the greatest extent it is held legal in such jurisdictions.
12. Changes to the Service; Cancellation of the Service. We may change the Products, Services, software, or Content at any time and for any reason. Such changes may include removal of features, or the requirement of fees for previously “free” features. Some changes to the Products or Services may cause existing Applications to stop working. We may cancel or suspend your use of the Products or Services at any time. Our cancellation or suspension may be without cause and/or without notice. Upon Service cancellation, your right to use the Products or Services or APIs cease immediately. Once the Service is cancelled or suspended, any data you have stored on the Service may not be retrieved later.
13. Interpreting the Agreement. All parts of this Agreement are enforceable to the maximum extent permitted by law. A court may hold that we cannot enforce a part of this Agreement as written. If this happens, then you and we will replace that part with terms that most closely match the intent of the part that we cannot enforce. The rest of this Agreement will not change. This Agreement, together with any separate nTerraCon agreement you have with us, constitutes the entire Agreement between you and us regarding your use of the Products and Services. It supersedes any prior contract or statements regarding your use of the Products or Services. If you have confidentiality obligations related to use of the Products or Services, those obligations remain in force (for example, you may have been a beta tester). The section titles in the Agreement do not limit the other terms of this Agreement and are provided for reference purposes only.
14. Assignment. We may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or any part of it, to any other person without our prior written consent, which will not be unreasonably withheld. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Products or Services or any part of the Products or Services.
15. No Third Party Beneficiaries. This Agreement is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns under this Agreement.
16. Claim Must Be Filed Within One Year. Any claim related to this Agreement or the Products or Services may not be brought unless brought within one year of the date of the occurrence of the events giving rise to the claims. The one-year period begins on the date when the claim first could be filed. If it is not filed with this time period, then that claim is permanently barred. This applies to you and your successors. It also applies to us and our successors and assigns.
17. Notices; Consent Regarding Electronic Information. This contract is in electronic form. We have promised to send you certain information in connection with the Products or Services and have the right to send you certain additional information. There may be other information regarding the Products or Services that the law requires us to send you. We may send you this information in electronic form. You have the right to withdraw this consent, but if you do, we may cancel your Service. We may provide required information to you:
by e-mail at the e-mail address you specified when you signed up for your service;
by posting to a nTerraCon web site that will be designated in an e-mail notice sent to you at the time the information is available; or
by posting on any portion of http://www.nterracon.com or to another nTerraCon web site that will be generally designated in advance for this purpose.
Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. As long as you can access and use the Products or Services, you agree that you have the necessary software and hardware to receive these notices. If you do not consent to receive any notices electronically, you must stop using the Products and Services.
Any notice from you must be sent electronically to: info@nTerraCon.com
18. Choice of Law and Location for Resolving Disputes. Washington State law governs the interpretation of this Agreement and applies to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States, or if you live outside the United States, the laws of the country to which we direct your service. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA for all disputes arising out of or relating to this Agreement, regardless of the laws of your state of residency pertaining to venue and jurisdiction. Any claims brought under this Agreement must be on an “individual” basis and not joined with any other claims on behalf of any other party or class.
19. Additional Terms for nTerraCon iGeo ™.
Export Restrictions. The nTerraCon iGeo™ software is subject to United States export controls. By using the nTerraCon iGeo™ software, you agree to use the software only for purposes that are legal, proper and in accordance with these Terms. Specifically, you agree to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, and trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control.
Automatic Updates. The nTerraCon iGeo™ software may communicate with nTerraCon servers from time to time to check for available updates to the software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). By installing the nTerraCon iGeo™ software, you agree to automatically request and receive Updates.
Use of other Products like Bing Maps for Enterprise or Google Earth are permitted with the proper licensing of those third party providers. nTerraCon is not a reseller or licensor of Bing Maps for Enterprise or Google Earth and therefore it is up to the user to license the software from those vendors.