1.1. License. Subject to this Agreement, Content Owner grants End User and End User agrees to comply with a non-sublicensable, non-transferable, non-exclusive, limited license to use the Imagery. All rights and uses of the Imagery not expressly granted by this Agreement are reserved by Content Owner.
1.2. Permitted Uses. Except as restricted by Section 1.3 below, End User may use the Imagery as specified below and for no other use:
1.2.1. Make a commercially reasonable number of hardcopies and softcopies of the Imagery for internal use or audit purposes only.
1.2.2. Distribute within the End User's environment the Imagery (with copyright markings) for internal use.
1.3. License Restrictions. Unless Content Owner specifically agrees in writing, End User will not:
1.3.1. use, copy, display, modify, create derivative works based on, merge or transfer copies of the Imagery except as expressly provided in this Agreement;
1.3.2. sublicense, sell, rent, or lease the Imagery or otherwise transfer the Imagery to a third-party;
1.3.3. distribute or display the Imagery publicly;
1.3.4. use the Imagery or High Risk Activities; or
1.3.5. alter or remove any copyright notice or proprietary legend contained in or on the Imagery and that any embodiment of the Imagery will contain a notice stating "The Imagery is owned by Google, Inc. All rights arc reserved by Google, Inc."
2. Compliance with URL Terms.
End User agrees to comply with the applicable URL Terms that follow. “URL Terms” means the following, in the listed order of precedence if there is a conflict:
- The Service's Acceptable Use Policy at https://www.google.com/work/earthmaps/legal/universal_aup.html
- The Google Maps / Google Earth Legal Notices at http://maps.google.com/help/legalnotices_maps.html
- The Google Maps / Google Earth Additional Terms of Service at http://maps.google.com/help/terms_maps.html
- Google Developer Guidelines applicable to each Service at: https://developers.google.com/products/#m and https://developers.google.com/maps/documentation/tile/
- The then-current Service Level Agreement at https://www.google.com/work/earthmaps/legal/maps-sla.html; and
- the then-current Technical Support Services Guidelines at https://www.google.com/work/earthmaps/legal/tssg.html
The Imagery will be delivered to End User by Reseller.
Content Owner may make updates to the Imagery on a regular basis.
5. Confidential Information.
5.1. Obligations. Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information, but in no event less than reasonable care; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates, employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates, employees and agents in violation of this Section.
5.2. Exceptions. Confidential Information does not include information that: (a) the recipient already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
5.3. Required Disclosure. Each party may disclose the other party's Confidential Information when required by law, but only after it, if legally permissible:(a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.
6. Intellectual Property.
Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's Intellectual Property Rights. Nothing in this Agreement constitutes a waiver of Content Owner's rights under U.S. copyright law or any other federal or state law pertaining to the Imagery and End User shall maintain and display Content Owner's copyright notice on the Imagery that you use.
Neither party may make any public statement regarding the relationship contemplated by this Agreement without the other party's prior written approval.
8. Warranties & Disclaimers.
Each party represents and warrants that it has full power and authority to enter into this Agreement. End User represents and warrants that it will comply with all applicable laws with respect to End User's use of the Imagery. EXCEPT FOR THE EXPRESS WARRANTIES MADE BY THE PARTIES IN THIS SECTION, THE IMAGERY IS LICENSED “AS IS” AND THE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THAT THE IMAGERY WILL BE ERROR FREE OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.
9. Limitation of Liability.
EXCEPT FOR CONTENT OWNER’S GROSS NEGLIGENCE, CONTENT OWNER’S TOTAL LIABILITY AND END USER’S EXCLUSIVE REMEDY UNDER OR RELATED TO THIS AGREEMENT IS LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE AMOUNT PAID BY END USER DURING THE 12 MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO SUCH CLAIM. THESE LIMITS ARE CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT ARE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMITS. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMITS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONTENT OWNER, OR ANY PROVIDER OF INFORMATION USED BY CONTENT OWNER IN PREPARING OR PROVIDING THE SERVICES, BE LIABLE FOR ANY INCIDENTAL,CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF CONTENT OWNER IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
A party may terminate this Agreement if the other party materially breaches any material provision of this Agreement and fails to cure the breach within 30 days after receiving written notice of the breach from the non-breaching party. Following termination, End User will use commercially reasonable efforts to cease display of the Imagery within 30 days after termination and will certify in writing that all known copies of the Imagery, including backup and archival copies, have been destroyed.
11.1. Notices. All notices must be in writing and addressed to the attention of the other party's Legal Department and primary point of contact. Notice will be deemed given (a) when verified by written receipt if sent by personal courier, overnight courier, or mail; or (b) when verified by automated receipt or electronic logs if sent by facsimile or email.
11.2. Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except that Content Owner may assign to an affiliate but only if (a) the affiliate agrees in writing to be bound by the terms of this Agreement and (b) Content Owner remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.
11.3. Change of Control. Upon a change of control of End User (for example, through a stock purchase or sale, merger, or other form of corporate transaction) (a) End User will provide written notice to Content Owner within 30 days after the change of control, and (b) Content Owner may terminate the license to use the Imagery under this Agreement any time between the change of control and 30 days after it receives the written notice in subsection (a).
11.4. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, unusually severe weather condition and Internet disturbance) that was beyond the party's reasonable control.
11.5. No Waiver. Failure to enforce any provision will not constitute a waiver.
11.6. Severability. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose.
11.7. No Agency. The parties are independent contractors. and his agreement does not create on agency, partnership or joint venture.
11.8. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.9. Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
11.10.Governing Law. This Agreement will be governed by, interpreted and enforced in accordance with the laws of the United States of America, without reference to conflict of laws. To the extent permitted by federal law, the laws of the State of California (excluding California's choice of law rules) will apply in the absence of applicable federal law.
11.11.Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.
11.12.Counterparts. The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.
11.13.Entire Agreement. This Agreement is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.
12.1. "Confidential Information" means Information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances.
12.2. "Content Owner" means the owner of the applicable data, information and other content included in any Imagery.
12.3. "High Risk Activities" means use such as the operation of nuclear facilities, air traffic control or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.
12.4. "Imagery" means the Image data delivered to the End user for use under this Agreement.
12.5. "Intellectual Property Rights" means current and future worldwide rights under patent law, copyright low, trade secret law, trademark law, moral rights law, and other similar rights.
12.6. "Reseller" means the authorized reseller approved by Content Owner.