INTERGRAPH CORPORATION MOBILE ALERT END USER LICENSE AGREEMENT
The Intergraph Mobile Alert software application ("Software") enables users to report non-emergency issues ("Services") in the form of data, information, text, software, photographs, graphics, or other materials ("Materials") to government and other agencies participating in Intergraph Corporation's "Mobile Alert Program" ("Participating Agency").
Please scroll down and read the following end user license agreement carefully. This is a legally binding agreement ("Agreement") between You and Intergraph Corporation, by and through its Security, Government & Infrastructure division, located at 19 Interpro Road, Madison, AL 35758, U.S.A., which provides the terms of Your use of the Software and Services. By clicking "I Agree" or by installing and/or using the Software, You are agreeing to all of the terms and conditions stated in this Agreement. If You do not agree to these terms, do not click "I Agree", and do not install the Software or use the Services. If You are installing and/or using the Software on behalf of any company or entity with which You are employed, affiliated, or associated ("Company"), You represent and warrant that You have the authority to bind the Company to the terms of this Agreement.
"Intergraph Corporation" or "Intergraph" refers to Intergraph Corporation, by and through its Security, Government & Infrastructure division, for and on behalf of itself and its subsidiaries and affiliates. "You" or "Your" refers to You as an individual who accepts the terms of this Agreement on Your own behalf or on behalf of a Company that wishes to use the Software. "Google" refers to Google, Inc. "Microsoft" refers to Microsoft Corporation or its affiliates. "Bing Maps" refers to Bing Maps Web Service.
2. License Grant:
Subject to the terms, conditions and limitations stated in this Agreement and any other terms or conditions made applicable by Google and/or Microsoft, Intergraph grants You a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to run the Software on an iOS Product that is owned or controlled by You. You are not permitted to use the Software for any purpose other than as expressly permitted under this Agreement. Intergraph may audit Your and Company's use of the Software. You may not transfer the Software to another mobile device. You shall use the Software only in a manner consistent with this Agreement and the documentation which Intergraph may provide, in its sole discretion, in electronic and/or printed form with the Software and which can be found under http://support.intergraph.com.
3. Intellectual Property Rights:
Intergraph retains all ownership and intellectual property rights in the Software and Services. You shall not, and shall ensure that others do not: a) remove or modify any marks or proprietary notices of Intergraph, b) provide or make the Software available to any third party, c) use the Software to provide third party training for Intergraph products, d) assign this Agreement or give or transfer the Software or an interest in it to another individual or entity, e) decompile, disassemble or reverse engineer (except to the extent permitted by applicable law) the Software, f) create derivative works of or based on the Software or g) use any Intergraph name, trademark or logo. You must comply with applicable third party terms of agreement when using the Software.
a) If You are located outside the United States or Canada: As the Software is provided to You free of charge, Intergraph does not guarantee or warrant any features or qualities of the Software or give any undertaking with regard to any other quality. No such warranty or undertaking shall be implied by You from any description in the Software itself or any available documentation or any other communication or advertisement for Software except to the extent that Intergraph has expressly confirmed a specific quality in a signed undertaking to You. In particular, Intergraph does not warrant that the Software will be available uninterrupted or permanently and Intergraph draws Your attention to the fact that availability is subject to both the discretion of Intergraph and the discretion of Google. All warranty claims are subject to the limitation of liability stipulated in section 11 below.
b) If You are located in the United States or Canada: THE SOFTWARE IS LICENSED TO YOU "AS IS," WITHOUT ANY WARRANTY, ESCROW, TRAINING, MAINTENANCE, OR SERVICE OBLIGATIONS WHATSOEVER ON THE PART OF INTERGRAPH. INTERGRAPH MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY TYPE WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RISKS ASSOCIATED WITH THE USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION RISKS RELATING TO QUALITY, AVAILABILITY, PERFORMANCE, DATA LOSS, AND UTILITY IN A PRODUCTION ENVIRONMENT. IN PARTICULAR, INTERGRAPH DOES NOT WARRANT THAT THE SOFTWARE WILL BE AVAILABLE UNINTERRUPTED OR PERMANENTLY AND INTERGRAPH DRAWS YOUR ATTENTION TO THE FACT THAT AVAILABILITY IS SUBJECT TO Both the discretion of Intergraph and the discretion of Google.
5. User Materials:
a) With respect to Materials You provide to Intergraph in connection with Your use of the Services ("User Materials"), Intergraph may provide the User Materials to the appropriate Participating Agency(ies). You grant Intergraph the perpetual, irrevocable, fully sub licensable, worldwide, royalty-free and non-exclusive license(s), as applicable, to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display the User Materials (in whole or in part) and to incorporate the User Materials into other works in any format or medium now known or later developed.
b) Intergraph has no obligation to provide User Materials to any entity or agency that is not a Participating Agency. In the event that User Materials are submitted in a jurisdiction to which no Participating Agency subscribes, the User Materials may not be provided to any agency.
c) Intergraph is not responsible for whether, or the manner in which, the User Materials are used by the applicable Participating Agency(ies).
d) You are responsible for the content of the User Materials. You agree not to upload or otherwise make available any User Materials containing unauthorized, unlawful, harmful, infringing, or otherwise objectionable content. You agree to comply with all applicable laws regarding Your use of the Software and the Services.
content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. You agree to use the Services at Your sole risk and that Intergraph will not have any liability to You for content that may be found to be offensive, indecent, or objectionable.
Services may display, include or make available content, data, information, applications or materials from third parties ("Third Party Materials") or provide links to certain third party web sites. By using the Services, You acknowledge and agree that Intergraph is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Intergraph does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third- party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You.
7. Emergency Situations:
Services are not intended to be relied upon in emergency or other situations where failure of a recipient to receive information may lead to death, personal injury, property or environmental damage. Intergraph does not guarantee the availability, accuracy, completeness, reliability, or timeliness of Materials received by Intergraph or provided to a Participating Agency in connection with the Services.
You acknowledge, consent and agree that Intergraph may access, preserve and disclose Your account information and User Materials if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Materials violate the rights of third parties; (d)Intergraph does not claim ownership of User Materials. By submitting User Materials to Intergraph, You affirm, represent, and warrant that You own or have the necessary licenses,
rights, consents, and permissions to submit User Materials and to grant the license set forth herein. You further agree that User Materials will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless You have permission from the rightful owner of the material or You are otherwise legally entitled to post the material and to grant Intergraph all of the license rights granted herein. In addition, You warrant that all "moral rights" in User Materials have been waived.
If anyone sues Intergraph because the above representations are not true, then You agree to take all responsibility such that You shall indemnify and hold harmless Intergraph against any claims by third parties arising from Your failure to obtain permission, licenses, or releases for use of third-party copyrighted works and for appearances of other persons in the User Materials. You shall further indemnify and hold harmless Intergraph against any claims by third parties arising from Your failure to ensure that all "moral rights" to all third-party copyrighted works have been waived.
You acknowledge that Intergraph shall have the right, but not the obligation, to review, refuse, or remove any User Materials. Without limiting the foregoing, Intergraph shall have the right to remove any User Materials that violate this Agreement or is otherwise objectionable.
Third Party Content: You understand that by using any of the Services, You may encounter
respond to Your requests for customer service; or (e) protect the rights, property or personal safety of Intergraph, its users and the public.
a) Intergraph does not control the Materials posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Materials. Under no circumstances will Intergraph be liable in any way for any Materials, including, but not limited to, any errors or omissions in any Materials, or any loss or damage of any kind incurred as a result of the use of any Materials posted, emailed, transmitted or otherwise made available via the Service.
b) If You are located outside the United States or Canada: Irrespective of the legal reasons, Intergraph shall only be liable for damages incurred under this Agreement if such damage causes death or personal injury. In all other cases, neither Intergraph nor its employees, agents and subcontractors shall be liable for any kind of damage or claims hereunder.
c) If You are located in the United States or Canada: IN NO EVENT SHALL INTERGRAPH BE LIABLE TO YOU, COMPANY OR TO ANY THIRD PARTY FOR ANY DAMAGES IN AN AMOUNT IN EXCESS OF $100 ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR IN CONNECTION WITH INTERGRAPH'S PROVISION OF OR FAILURE TO PROVIDE SERVICES PERTAINING TO THE SOFTWARE, OR AS A RESULT OF ANY DEFECT IN THE SOFTWARE. THIS DISCLAIMER OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST INTERGRAPH, WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION ANY ACTION FOR NEGLIGENCE. YOUR SOLE REMEDY IN THE EVENT OF BREACH OF THIS AGREEMENT BY INTERGRAPH OR FOR ANY OTHER CLAIM RELATED TO THE SOFTWARE OR INTERGRAPH MATERIALS SHALL BE TERMINATION OF THIS AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL INTERGRAPH AND ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES EVEN IF IT HAS KNOWLEDGE OR REASON TO KNOW OF SUCH DAMAGES OR LOSS.
The Software, including any technical data related to the Software, is subject to United States and/or other applicable export control regulations, including, but not limited to the U.S. Export Administrations Act. Diversion contrary to United States law is prohibited. You confirm that: a) You will not use the Software and any derivatives of the Software for, and will not allow the Software to be used for, any purposes prohibited by United States or other applicable law, including, without limitation, for the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons of mass destruction, or other unsafeguarded or sensitive nuclear uses, b) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, c) You are not a citizen, national or resident of, and are not under the control of, the government of: Cuba, Iran, North Sudan, North Korea, Syria, nor any other country to which the United States has prohibited export, d) You will not download or otherwise export or re-export the Software, directly or indirectly (including via remote access), neither to the above- mentioned countries nor to citizens, nationals or residents of those countries, nor to any entity if You know, or have reason to know, that an illegal reshipment will take place, e) neither You nor Company is
listed on any United States government denial list, including, but not limited to, the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers; the United States Department of Commerce Table of Denial Orders, Denied Persons, Entities, and Unverified Lists; the United States Department of State Debarred List, or any other U.S. government list of prohibited or restricted parties [(www.bis.doc.gov/complianceandenforcement/liststocheck.htm), (www.treas.gov/offices/enforcement/ofac/), (http://www.pmddtc.state.gov/compliance/debar.html).] and f) neither You nor Company will download or otherwise export or re-export the Software, directly or indirectly, to persons on the above-mentioned lists.
You agree to hold harmless and indemnify Intergraph for any causes of actions, claims, costs, expenses and/or damages resulting to Intergraph from a breach by You or Company of the export restrictions set forth in this Agreement. Any questions regarding export or re-export of the Software or concerning ITAR restrictions, if applicable, should be addressed to Intergraph's Export Compliance Department at 19 Interpro Road, Madison, Alabama, United States 35758 or at email@example.com
Google has no obligation to provide maintenance or support services for the Software. Intergraph does not offer support for the Software other than at its sole discretion.
12. Term and Termination:
You may terminate this Agreement by destroying all copies of the Software in Your possession. Intergraph shall be entitled to terminate Your license to use the Software if Company or You fail to comply with any of the terms of this Agreement. In case of termination or expiration of this Agreement, You must destroy all copies of the Software in Your possession.
This Agreement shall be governed by and construed under the laws of the State of Alabama without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and United States of America law, rules, and regulations, United States of America law, rules, and regulations shall prevail and govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
a) This Agreement is the complete Agreement for the Software licensed (including reference to information/documentation contained in a URL). This Agreement supersedes all prior or contemporaneous agreements or representations with regards to the subject matter of this Agreement. If any term of this Agreement is found to be invalid or unenforceable, the surviving provisions shall remain effective. Intergraph ́s failure to enforce any right or provisions stipulated in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement.
b) You and Intergraph agree that: (a) this Agreement is between Intergraph and You, and that Google is not a party to this Agreement; (b) that Intergraph is solely responsible for the Software and the Materials thereof; (c) that Google, and Google's subsidiaries, are third party beneficiaries of this Agreement, and d) Google and its subsidiaries will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third party beneficiary hereof, but only if You accept the terms of this Agreement as outlined above.
If You have any questions, complaints, claims, or support-issues with regards to the Software please refer to our help portal: http://support.intergraph.com or contact Intergraph at 19 Interpro Road, Madison, AL 35758, USA or call Tel: 1.256.730.2000.
ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU BY THIS AGREEMENT ARE RESERVED BY INTERGRAPH.