SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE.
BY USING THE SOFTWARE OR CLICKING “AGREE” YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. If you agree to these Terms on behalf of a legal entity, you represent that you have the authority to bind that legal entity to these Terms.
This agreement is between WorldPower Analytics, LLC., a Texas corporation (WPA) and you, the user entering into this agreement (User). The WPA KMZ and KML software, updates and data provided within such software (Software) are licensed and are not sold.
- Scope. This agreement describes the licensing of the Software.
- License. Subject to the other terms of this agreement, WPA grants User a terminable, limited duration, non-exclusive, non-transferable license to use the Software with the associated geobrowser for User’s personal or internal commercial purposes.
- Restrictions. User may not:
- Transfer, distribute, assign, or sublicense the Software to third parties, or create derivative works of the Software, or use the Software in any type of service provider environment;
- Reverse engineer, decompile, disassemble, or translate the Software; or
- Evaluate the Software for the purpose of competing with WPA.
- PAYMENT. This software license is provided free of charge. No technical support is provided by WPA.
- WARRANTY. THIS SOFTWARE IS PROVIDED AS IS. THE SOFTWARE MAY CONTAIN ERRORS AND USE MAY BE INTERRUPTED.
- PROPRIETARY RIGHTS. The Software, user interface, designs, data and other technologies provided by WPA as part of the Software are the proprietary property of WPA and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with WPA and its licensors. The Software is protected by applicable copyright, trademark and other intellectual property laws. User may not remove any product identification, copyright, trademark or other notice from the Software. WPA reserves all rights not expressly granted.
- Termination. WPA may terminate this agreement at any time with or without notice. This agreement immediately terminates upon any breach of this agreement by User. Upon termination of this agreement, User must discontinue using the Software, de-install and destroy the Software and all copies, within 2 days. Upon WPA’s request, User will provide written certification of such compliance.
- LIMIT ON LIABILITY. There may be situations in which (as a result of material breach or other liability) User is entitled to make a claim against WPA. In each situation (regardless of the form of the legal action (e.g. contract or tort claims)), WPA is not responsible for any damage and does not have any liability to User beyond $50. Even if it knows of the possibility of such damage or liability, in no circumstance is WPA responsible for any: loss of, or damage to, data or information; lost profits, revenue, or productivity; or other special, consequential, incidental or indirect damages.
- Consumer Laws. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply.
- GOVERNING LAW AND EXCLUSIVE FORUM. This agreement is governed by the laws of the State of Texas (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Travis County, Texas, and User submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in litigation is entitled to recover its attorneys’ fees and costs from the other party.
- OTHER TERMS.
- Entire Agreement. This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. User is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding.
- Non-Assignment. User may not assign or transfer this agreement to a third party.
- Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.
- Survival of Terms and Force Majeure. All terms that by their nature survive termination of this agreement for each party to receive the benefits and protections of this agreement, will survive. WPA is not liable for events beyond its reasonable control, including, without limitation force majeure events.
- Modification Only in Writing. No modification or waiver of any term of this agreement is effective unless signed by both parties.
- Export Compliance. User must comply with all applicable export control laws of the United States, foreign jurisdictions and other applicable laws and regulations.
- US GOVERNMENT RESTRICTED RIGHTS. If User is a United States government agency or acquired the license to the Software hereunder pursuant to a government contract or with government funds, then as defined in FAR §2.101, DFAR §252.227-7014(a)(1) and DFAR §252.227-7014(a)(5) or otherwise, all Software provided in connection with this agreement are “commercial items,” “commercial computer software” or “commercial computer software documentation.” Consistent with DFAR §227.7202 and FAR §12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution by or for the United States government is governed solely by the terms of this agreement and is prohibited except to the extent permitted by the terms of this agreement.