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Terms & Conditions
This Evaluation Agreement (the “Agreement”) is made between BroadMap, LLC, a Virginia limited liability company with its principal place of business at 85 Mechanic Street, Suite D1-1, Lebanon, NH 03766 (“BroadMap”) and , a company with its principal place of business at (“Customer”), effective as of ________________________ (the “Effective Date”).
Recitals
WHEREAS, BroadMap is the owner or licensee of certain software, proprietary data and technology described in Schedule 1 to this Agreement (the "BroadMap Materials"). WHEREAS, the Customer wishes to use and evaluate the BroadMap Materials to determine whether it wishes to purchase a license for such materials. NOW THEN, in consideration of the mutual covenants set forth in this Agreement, the receipt and sufficiency of which is acknowledged by both parties, the parties have agreed upon the terms and conditions pursuant to which BroadMap shall allow the Customer to use the BroadMap Materials, to evaluate them and to determine whether it wishes to purchase a license for them from BroadMap, and set forth those terms below:
Agreement
1. GRANT OF LICENSE
1.1 Data License. BroadMap grants the Customer and the Customer accepts the non-exclusive, non-transferable, non-sub-licensable restricted right, for the Term set forth in Schedule 1 to this Agreement, to use and evaluate the data, software, documentation or other items or information described under Schedule 1 to this Agreement (the "BroadMap Materials") solely for the Business Purpose defined in Schedule 1 to this Agreement.
2. TERM OF AGREEMENT
2.1 Term. The term of this Agreement shall begin on the Effective Date and shall extend for a period of sixty (60) days (the "Term").
3. RESTRICTIONS
3.1 Demonstration Rights. Pursuant to this Agreement, the Customer may (a) disclose relevant aspects of the BroadMap Materials to its employees, agents and representatives who are necessary to its evaluation of the BroadMap Materials, provided that all such persons are bound by written confidentiality agreements and further provided that all such persons are required to review the confidentiality provisions of this Agreement prior to having any contact with the BroadMap Materials; (b) evaluate, internally within its own organization, the BroadMap Materials for whatever ultimate use the Customer intends; and (c) run and demonstrate the BroadMap Materials, provided the Customer maintains strict control of the BroadMap Materials at all times and protects the rights of BroadMap at all times.
3.2 Specific Restrictions. Pursuant to this Agreement, the Customer shall not (a) allow any person not in its employ to possess or control the BroadMap Materials in any form; (b) alter or attempt to reverse engineer the BroadMap Materials; (c) receive any form of remuneration for the BroadMap Materials or the use thereof; (d) issue any form of license related to the BroadMap Materials or attempt to distribute the BroadMap Materials in any fashion; or (e) extract standalone data from or publish any part of the BroadMap Materials.
4. OWNERSHIP BroadMap and certain third-party providers with whom BroadMap has contracted own the BroadMap Materials. By entering into this Agreement, neither BroadMap nor its third-party providers grant any ownership interest to the Customer. The Customer's only rights in the BroadMap Materials are the specific, limited rights granted by Section 1 of this Agreement, and those rights exist only for the Term. If the Customer modifies the BroadMap Materials, combines them with any software, merges the BroadMap Materials or converts or translates the BroadMap Materials into any other format, the BroadMap Materials and all versions or modifications belong solely to BroadMap and its third-party providers and the Customer shall acquire no ownership rights by such activities.
5. COMPENSATION In the event that the Customer does not enter into a License Agreement with BroadMap after completing its use and evaluation of the BroadMap Materials, and if the Customer complies with all of the terms of this Agreement, then, upon the timely return to BroadMap of all the BroadMap Materials, any and all Copies and all associated materials and the proper execution and delivery of the Certificate of Compliance, the Customer shall owe nothing to BroadMap; provided, however, that in the event that the Customer fails or refuses to honor all terms of this Agreement, then the Customer shall owe to BroadMap a License Fee equivalent to the License Fee then in effect for BroadMap's other customers for the BroadMap Materials at the Fee rate charged for one (1) to five (5) users for one (1) year as a penalty for failure to comply with the provisions of this Agreement. Notwithstanding the assessment of the penalty described above, the Customer still shall be required to comply with this Agreement or owe additional penalties and other damages to BroadMap.
6. TERMINATION 6.1 Obligations on Termination. Upon the termination of this Agreement, the Customer shall, within five (5) business days, return the BroadMap Materials, any and all Copies and all associated materials to BroadMap at the BroadMap Address set forth in this Agreement. In the alternative, the Customer may elect to destroy the BroadMap Materials, any and all Copies and all associated materials. Concurrent with the return or destruction of the BroadMap Materials, any and all Copies and all associated materials, the Customer shall provide to BroadMap a completed and executed Certificate of Compliance, a copy of which is attached as Exhibit A to this Agreement. 6.2 Survival. In the event of termination or expiration, all the provisions of this Agreement that operate to protect the rights of BroadMap shall continue in force.
7. DISCLAIMER THE CUSTOMER ACKNOWLEDGES THAT BROADMAP AND ITS THIRD-PARTY PROVIDERS ARE PROVIDING THE BROADMAP MATERIALS TO THE CUSTOMER "AS IS," AND CUSTOMER AGREES TO USE IT AT CUSTOMER 'S OWN RISK. CUSTOMER ACKNOWLEDGES THAT THE BROADMAP MATERIALS MAY CONTAIN INACCURATE OR INCOMPLETE INFORMATION BECAUSE OF THE PASSAGE OF TIME, CHANGING CIRCUMSTANCES, SOURCES USED AND THE NATURE OF COLLECTING COMPREHENSIVE GEOGRAPHIC DATA, ANY OF WHICH MAY LEAD TO INCORRECT RESULTS. THE CUSTOMER ACKNOWLEDGES THAT BROADMAP SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO THE CUSTOMER OR ANY END-USER FOR, INCLUDING BUT NOT LIMITED TO, THE CORRECTNESS, QUALITY, ACCURACY, TIMELINESS, RELIABILITY, PERFORMANCE, CONTINUED AVAILABILITY, COMPLETENESS OR DELAYS, OMISSIONS OR INTERRUPTIONS RELATING TO THE BROADMAP MATERIALS UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, WHETHER SEPARATELY OR IN THE AGGREGATE, ARISING UNDER OR BASED UPON, INCLUDING WITHOUT LIMITATION, CONTRACT, WARRANTY, NEGLIGENCE, STATUTE, STRICT LIABILITY, MISREPRESENTATION OR TORT. BROADMAP SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. 8. INDEMNIFICATION
8.1 Indemnification By Customer. Customer shall indemnify and hold harmless BroadMap, its owners, shareholders, members, officers, employees, agents and representatives from and against any and all claims, actions, damages, costs and legal fees arising from any action or wrongful failure to act by the Customer and related in any way to the subject matter of this Agreement.
8.2 Indemnification By BroadMap. BroadMap shall indemnify and hold harmless Customer, its owners, shareholders, members, officers, employees, agents and representatives from and against any and all claims, actions, damages, costs and legal fees arising from any action or wrongful failure to act by BroadMap and related in any way to the subject matter of this Agreement.
9. CONFIDENTIALITY
9.1 Confidential Information. The Customer acknowledges that the BroadMap Materials include Confidential and Proprietary Information and materials that are the property of BroadMap and its third-party providers. The Customer agrees to keep the terms of this Agreement confidential.
9.2 Protection of Confidential Information. The Customer agrees to hold the BroadMap Materials in trust for BroadMap and its third-party providers and to maintain confidentiality regarding the BroadMap Materials. In this regard, the Customer agrees that it shall use reasonable steps and shall make the same or greater effort to protect the confidentiality of the Confidential and Proprietary Information and materials contained in the BroadMap Materials as it employs to protect its own Confidential and Proprietary Information and materials.
9.3 Proprietary Rights. The Customer agrees to reproduce all proprietary rights notices contained in the BroadMap Materials on any Copies made by the Customer.
9.4 Injunctive Relief. The Customer acknowledges and agrees that a breach of the terms of this Agreement by the Customer shall cause BroadMap irreparable harm and, in the event of such a breach or threat of breach, BroadMap shall be entitled to injunctive and any other appropriate equitable relief without the necessity to post a bond or to prove that damages would not be an adequate remedy.
10. OTHER PROVISIONS
10.1 Governing Law. This Agreement shall be interpreted in accordance with the laws of the State of Virginia without regard to the conflict of laws principles. Licensee agrees to submit to the jurisdiction of the courts of Henrico County, Virginia for any and all disputes, claims and actions arising from or in connection with this Agreement.
10.2 Export Law. The Customer acknowledges and understands that the BroadMap Materials may be subject to restrictions on export and agrees to comply with any applicable export laws.
10.3 Entire Agreement; Amendment. This Agreement and any Schedules, Exhibits and Amendments attached constitute the entire Agreement between the parties and supersede any prior Agreements. This Agreement may be changed only by mutual written consent.
10.4 Relationship of Parties. This Agreement does not create a joint venture or partnership between BroadMap and the Customer, and each shall act independently of the other. Neither party is empowered to bind or commit the other to any contract or other obligation.
10.5 Assignment. Neither this Agreement nor the interests of the parties in this Agreement may be assigned, transferred, shared or divided in any manner by either party without the prior written consent of the other party. Any attempted assignment in violation of this paragraph shall be deemed null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assignees.
10.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement shall remain in full force and effect.
10.7 Signatures. Facsimile or digital signatures to this Agreement shall be deemed valid as original for all purposes, provided that such digital signature is capable of verification and is linked to data in such a manner that if the data is changed, the digital signature is invalidated.
10.8 Notices. All notices required or permitted under this Agreement shall be delivered by hand, fax or nationally recognized overnight courier, if to BroadMap at the BroadMap Address and if to Customer at the Customer Address set forth in this Agreement. All such notices and other written communications shall be effective (a) if sent by overnight courier, two business days after mailing; or (b) if sent otherwise, upon delivery as evidenced by proof of receipt.
IN WITNESS THEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.
IN WITNESS THEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. BROADMAP, LLC (CUSTOMER) By (signature): By (signature): Name (print): Name (print): _______ Title: Title: _ Date: _______ Date: _______ Address for Legal Notices: Address for Legal Notices: Street: P.O. Box 5370 Street: City/State/ZIP Code: Glen Allen, VA 23058-5370 City/State/ZIP Code: Attention: Operations Attention: Phone #: 804.767-1567 Phone #: Fax #: 804.201.9288 Fax #: SCHEDULE 1 Evaluation Schedule This Schedule to the Evaluation Agreement identified below between BroadMap, LLC and the Customer is made and entered into as of the Effective Date set forth below. 1. Customer: 2. Date of Evaluation Agreement: As of the latest date of signature on the Evaluation Agreement. 3. Effective Date of this Schedule: As of the latest date on this Evaluation Schedule. 4. Term: A period of sixty (60) days commencing on the Effective Date. 5. Business Purpose: Evaluation of BroadMap Materials for possible use in Customer's Application. 6. Evaluation Fee: No fee shall apply to the BroadMap Materials provided. 7. BroadMap Materials to be provided as mutually agreed upon: PRODUCT: VERSION: COVERAGE: FORMAT: TILE: MEDIA: 8. BROADMAP, LLC (CUSTOMER) By (signature): By (signature): Name (print): Name (print): _______ Title: Title: _ Date: _______ Date: _______ Address for Legal Notices: Address for Legal Notices: Street: P.O. Box 5370 Street: City/State/ZIP Code: Glen Allen, VA 23058-5370 City/State/ZIP Code: Attention: Operations Attention: Phone #: 804.767-1567 Phone #: Fax #: 804.201.9288 Fax #: Shipping Address (if different from above): Street: City/State/ZIP Code: Attention: EXHIBIT A Certificate of Compliance I, the undersigned officer of , (the "Customer") certify that the Customer has fully complied with all of the provisions of Section 6 of the "BroadMap, LLC Evaluation Agreement" entered into between BroadMap and the Customer entitled "Obligations on Termination." The Customer has returned ___ or has destroyed ___ (please check the appropriate blank) the BroadMap Materials, any and all Copies and all associated materials. By: Name (printed): Title: Date:
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