AUSTRALIA AND NEW ZEALAND VIEWER:
END USER LICENSE AGREEMENT
This End User License Agreement (“EULA”) applies to any user’s (hereinafter, “you,” or “your” use of the ANZ Viewer, which is operated by Vexcel Imaging US, Inc., a Delaware corporation (“Vexcel”). “ANZ Viewer” means Vexcel’s browser-based viewing application that allows users in Australia and New Zealand to interact with certain digital imagery of Australia and New Zealand (along with associated metadata and geospatial information, if any) that Vexcel makes available (the “Product”).
- LICENSE TERMS.
- License Grant. Vexcel grants you a non-exclusive, non-transferable license to use the ANZ Viewer to view the Product for your Internal Use (the “License”). This License automatically terminates if you are not in compliance with this EULA. Vexcel may terminate this License at any time. “Internal Use” means internal personal or business purposes and not for any Commercial Purpose. “Commercial Purpose” means redistribution, retransmission, or publication for the benefit of a third party, regardless of whether it is done in exchange for a fee or other consideration, which may include, without limitation (a) advertising; (b) use in marketing and promotional materials and services; (c) use in any materials or services for sale or for which fees or charges are paid or received; and (d) use in any books, news publication, or journal.
- License Restrictions.
- Limitations on Use. You shall not (i) download, copy, reproduce, modify, market, grant access to, display, distribute, sell, rent, lease, sublicense, assign, or commercially exploit the Product; or (ii) remove, bypass, or circumvent any electronic or other forms of protection measure included on or with the Product. You may not user the ANZ Viewer if you are, or are employed by, or exclusively perform services for, a competitor of Vexcel.
- Excessive or Abusive Use. Vexcel may monitor for excessive consumption or abusive use of network resources and may take technical or other remedies deemed necessary to prevent or eliminate any excessive consumption or abusive use. If your use of the ANZ Viewer is deemed excessive or abusive (e.g., attempting to use the ANZ Viewer in a manner inconsistent with the features and functionality of the ANZ Viewer), Vexcel may limit your use or terminate your License.
- OWNERSHIP AND ATTRIBUTION.
- Ownership. Vexcel owns all right, title, and interest in the ANZ Viewer, the Product, all materials used by Vexcel to provide the Product, all copies thereof and customizations and modifications thereto, and all Vexcel trademarks and trade names (collectively, the “Vexcel Materials”). Except for the License, nothing herein transfers or conveys to you any right, title, or interest in the Vexcel Materials. You shall not take any action with respect to Vexcel’s intellectual property that is inconsistent with the foregoing.
- Attribution. You shall not delete, alter, cover, or distort any copyright, trademark, or other proprietary-rights notice placed by Vexcel on or in the Product.
- YOUR RESPONSIBILITIES.
- Compliance with Laws. You shall comply with all applicable laws and regulations when accessing the ANZ Viewer and the Product.
- Compliance with Terms of Google Maps/Google Earth for Viewer Use. The ANZ Viewer may use geocoding services accessed from Google Maps/Google Earth. You shall comply with the Google Maps/Google Earth Additional Terms of Service posted at https://www.google.com/intl/en_us/help/terms_maps.html (the “Google-Maps Terms”) when using any Google geocoding services. If there is any inconsistency between the EULA and the Google-Maps Terms, the Google-Maps Terms will control.
- FCRA. You acknowledge and agree that the Product is not a consumer report (as defined in the Fair Credit Reporting Act (“FCRA”)) and may not be used for any purpose permitted by the FCRA.
- No Reverse-Engineering. You shall not reverse engineer, decompile, or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how, or other information from the executable code portions of the ANZ Viewer, except to the extent allowed by applicable law.
- WARRANTY DISCLAIMER
- No Warranties. THE ANZ VIEWER AND ALL ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, AND VEXCEL DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO THE PRODUCT AND THE ANZ VIEWER, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATION, CONTENT, OR RESULTS, OR CONDITIONS ARISING UNDER ANY OTHER LEGAL REQUIREMENT. VEXCEL DOES NOT WARRANT THAT (a) THE PRODUCT OR THE ANZ VIEWER WILL MEET YOUR BUSINESS REQUIREMENTS; (b) THE PRODUCT OR THE ANZ VIEWER WILL BE ACCESSIBLE, AVAILABLE, ACCURATE, CURRENT, OR COMPLETE, OR THAT THE OPERATION OF THE PRODUCT OR THE ANZ VIEWER WILL BE COMPLETELY SECURE, ERROR-FREE, OR UNINTERRUPTED; OR (c) ALL ERRORS WILL BE CORRECTED. VEXCEL SHALL HAVE NO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS IN ACCESS TO OR USE OF THE PRODUCT OR ANZ VIEWER RESULTING FROM USE OF THE INTERNET AND/OR TELECOMMUNICATIONS CONNECTIONS OR EQUIPMENT. THE SUPPLIERS OF VEXCEL MAKE NO DIRECT WARRANTY OF ANY KIND TO YOU UNDER THIS EULA.
- INDEMNIFICATION; DAMAGES. You shall indemnify, defend, and hold harmless Vexcel, its affiliates, employees, officers, directors, and shareholders from any third-party claim that arises from your use of the ANZ Viewer. You agree that if you use the ANZ Viewer in violation of the EULA, Vexcel may charge you its standard current pricing for such use.
- LIMITATION OF LIABILITY. In no event will the total liability of Vexcel arising out of or in connection with ANZ Viewer or the Product exceed $1,000. The foregoing limitations apply to all causes of action in the aggregate, to the extent permitted by applicable law.
- INJUNCTIVE RELIEF. Any material breach of this EULA by you may cause irreparable injury and monetary damages may not be a sufficient remedy. Vexcel is entitled to equitable relief, including injunctive relief and specific performance, in the event of a breach, and you waive the defense that there is an adequate remedy at law. The above will not be construed to limit the remedies available to Vexcel.
- GENERAL TERMS. This EULA constitutes the entire agreement between the Parties with respect to access to and use of the ANZ Viewer and Product and supersedes all previous and contemporaneous agreements, understandings, and arrangements, whether oral or written. The waiver of a breach of any provision of this EULA shall not be interpreted as a waiver of any other or subsequent breach. This EULA shall not be construed to establish any form of partnership, agency, or other joint venture between you Vexcel. If Vexcel must seek the services of an attorney to enforce the provisions of this EULA, you shall pay all reasonable attorneys’ fees, costs, and damages incurred by Vexcel, whether such attorneys’ fees, costs, and damages are incurred in or out of court. Any disputes arising out of this EULA shall be governed by the laws of the State of Colorado, without giving effect to its conflict of law rules. Each Party consents to the exclusive jurisdiction and venue of the state and federal courts located in Denver, Colorado. You may not assign (by operation of law or otherwise), rent, sell, sublicense, sub-contract or otherwise transfer this EULA or any portion thereof to any other person, firm, or entity without Vexcel’s written consent. Any attempted assignment or transfer in violation of this section will be null and void. Vexcel may freely assign or otherwise transfer this EULA. This EULA is binding upon you and Vexcel and will inure to the benefit of you and Vexcel and their respective successors and permitted assigns. The headings or captions used in this EULA are for reference purposes only and are not intended to be used or relied upon in interpreting or enforcing the EULA. To the extent that any portion of this EULA is deemed to be unenforceable, such portion shall be severed and deleted or limited to give effect to the intent of the Parties to the extent possible, and the remainder of the EULA shall remain binding upon the Parties.
YOU ACKNOWLEDGE THAT YOU HAVE READ THE EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND FURTHER AGREE THAT THE EULA IS THE COMPLETE AND EXCLUSIVE STATEMENT BETWEEN VEXCEL AND YOU RELATING TO THE SUBJECT MATTER OF THE EULA.