HomeMy WebLinkAboutContract 52004 Distributor/Latitude Use Only:
Cust.Name
Latitude Geographies* Cust.#
P.O.#
Latitude Geographics Group Ltd.,300-1117 Wharf Street,Victoria,BC Canada VOW 1T7-Tel:(250)381-8130•Fax:(250)381-8132
MASTER LICENSE AGREEMENT
Latitude Contract Number:2018-11-543
This Master License Agreement('Agreement')is between the licensee printed below('Licensee'),Latitude
Geographies Group Ltd.('LATITUDE'),as licensor of the Software,Data,Online Services and/or Documentation
licensed under this Agreement The Agreement includes(1)this signature page,(ii)the General License Terms and
Conditions,(iii)the Exhibit and(iv)LATITUDE's ordering document.The parties acknowledge that they have read
and understood this Agreement and agree to be bound by the terms and conditions hereof as applicable to each
party.
This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and
supersedes any previous agreements,understandings,and arrangements between the parties relating to such
subject matter,and any terms on Licensee's purchase order.Any modification(s)or amendment(s)to this Agreement
must be accepted by an authorized representative of each party.
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed and effective as of the last date
written below.
Chi y of Fort Worth LATITUDE GEOGRAPHICS GROUP LTD.
(Licerd") (LATITUDE)
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By: By: 2�
Authorized Ignature Auth6rKzgd Signature
Printed Name: JJ Susan Alards Printed Name:
Title: Assistant City Manaaer Title: C•__\O
Date: Date: 2 I
Licensee Contact Information Attested by: � N
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Contact Mirk. 1%fter I i f' i-
Address: 2001f= SA-rext J. Ka r •ty e
Tjr4 0r-ffiT SX 3%010a.
Jo H. Strong, City Attorney
Country:_LLL + d States
Telephone: �-7-39a'R590.
Fax:
E-mail: WRQ,Irk.•�twcr[al�Ol'�{Al�l"k�'L .10(LS.g01�
Latitude Geographies General License Terms and Conditions(1-200)
Exhibit 1:Scope of Use(1-300)
OFFICIAL RECOR'%I
L100 10/2018 CITY SECRETARY Page 1 of 12
FT. WORTH,TX
Latitude Geographicse GENERAL LICENSE TERMS AND CONDITIONS
(1-200 10/2018)
Latitude Geographics Group Ltd.,300-1117 Wharf St,Victoria, BC Canada V8W 1Tl•Tel:(250)381.8130•Fax:(250)381-5132
ARTICLE 1.DEFINITIONS
Definitions.The terms used are defined as follows:
a. "Beta'means any alpha,beta,or prerelease Product.
b. 'Data',except as otherwise provided herein,means any digital data set(s)owned by LATITUDE or Its
licensor(a),including,but not limited to,geographic,vector data coordinates,raster data reports,or
associated tabular attributes.
c. "Documentation`means all of the printed and digital materials Including,but not limited to,help files,user
reference documentation,training documentation,or technical lnformabon and briefings.
d. 'Licensee Content'means any electronic infomaallon,including but not limited to,any data,information or
material,such as posts,comments,documents,project information,application data,user information and
account information which is submitted,created,saved,added,uploaded or made available by Licensee or
any of its authorized users to LATITUDE through the Software and/or Online Services.Licensee Content
shall not include the Software,Data and Documentation.
e. 'Online Services'means the LATITUDE computing and data services,and other software services,that are
accessed over the Internet and subscribed to by Licensee,including without limitation,third party software
services or data components that perform GIS functions,tasks,or data services.
f. 'Ordering Document(s)'means a sales quotation,purchase order,or other docurtent Identifying the
Products)or maintenance and/or technical support services that Licensee orders.
g. "Perpetual License'means a license to use a version of a Product for which applicable license fees have
been paid,indefinitely,unless terminated by LATITUDE or Licensee as authorized under this Agreement.
h. 'Product(s)'means the Software,Data,Online Services,and Documentation.
I. 'Software"means LATITUDE's proprietary and licensed software technology,computer software code,
components,dynamic link libraries(DLLs),underlying organization,object model,and programs delivered
on any media, including any release provided in source,abject,or executable code format(s),inclusive of
backups,updates,service packs,patches,hot fixes,sample code,sample application,sample extenslon,or
merged copies permitted hereunder,excluding the Online Services and all related software and technology.
j. 'Terre License'means a license or access provided for use of a Product for a limited time period('Term')or
on a subscription basis.
ARTICLE 2.INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
LATITUDE is the owner and/or authorized licensee of all intellectual property rights in the Product(s),including,
without limitation,written materials,logos,names and other support materials provided pursuant to this Agreement
and prior to the execution of this Agreement. Subject to the licenses expressly granted by LATITUDE herein,these
terms of use do not transfer from LATITUDE to Licensee any interest in the Product(s),all right,title and Interest in
which remains solely with LATITUDE or Its licensors.All provisions under this Agreement by LATITUDE to Licensee,
including,without limitation,the Product(s),are licensed and not sold. LATITUDE does not and has not transferred
any ownership Interests In any form or manner to the Licensee. LATITUDE and Its licensers own the Pmduct(s),
which are protected by Canadian law and applicable international laws,treaties,and conventions regarding
intellectual property or proprietary rights,inclusive of trade secrets.From the date of receipt or access,Licensee
agrees to use reasonable means to protect the Product(b)from unauthorized use,reproduction,distribution,or
publication.LATITUDE and its licensors reserve all rights not specifically granted in this Agreement including the right
to change and improve Products.
ARTICLE 3.GRANT OF LICENSE
3.1 Grant of License.Subject to the terms and conditions set forth In this Agreement,LATITUDE grants to Licensee
a personal, non-exclusive, nontransferable license to:
a. Access and use the Products,as set forth In the applicable Ordering Documents and Documentation(1)for
which the applicable license or subscription fees have been paid to LATITUDE or its authorized distributor,
and(rr)in accordance with any Exhibit(s),and the licensed configuration as authorized by LATITUDE or its
authorized distributor.
L200 10/2018 Page 2 of 12
b. Access and use specific secure LATITUDE online site resources made available to the Licensee for
Licensee's internal use only,provided that Licensee also follows any additional terms of use specified
therein.All passwords,user Identifications,or other activation keys that are provided by LATITUDE to
Licensee to enable Licensee to access controlled information and any controlled access information
provided by LATITUDE or its authorized distributor shall be treated as LATITUDE confidential information.
For greater certainty,Licensee shall not allow anyone to use or have access to the Product(s),passwords;
user identifications,or other activation keys that are provided by LATITUDE or its authorized distributor to
Licensee.
Such grant includes the right to use,but not to modify or copy in any manner whatsoever except as provide herein,
the Product(s),In whole or any portion thereof. Except as provided herein,this grant does not Include the use of and
access to the Product(s)by any third party. Licensee shall take all reasonable precautions to prevent third parties
from using the Products)in any way that would constitute a breach of this Agreement,including,without limitation,
such precautions as Licensee would otherwise take to protect Its own proprietary software or hardware or
information.
The license grants in this section shall continue for the duration of the license or subscription terms set out in the
applicable Ordering Documents.
3.2 Beta License.Licensee may be accepted into a current Beta testing program.Licensee may be provided copies
of,or access to,Beta for the limited purpose of testing Beta in accordance with the Beta testing policies then in effect.
Delivered Beta is confidential and proprietary to LATITUDE and/or its liicenscr(s)and contains trade secrets,inclusive
of unpublished specifications.Licensee agrees to retain all Beta in confidence.Except for a'public'Beta testing
program,Licensee shall maintain results of testing,performance statistics,errors,or any other quality issues
encountered in confidence and agrees not to disclose same to any third party.Beta is subject to change prior to its
commensal release and may never be commercially released.Licensee acknowledges that such Beta is not suitable
or licensed for full use and accepts all responsibility for use of the same and any results generated.Licensee may
from time to time provide suggestions or comments regarding performance,usability or effectiveness,bug reports,
test reports or other feedback(collectively,'Feedback')to LATITUDE with respect to Beta.LATITUDE and/or its
licensor(s)retain title to such comments and may freely use,disclose,reproduce,gcense,distribute,and otherwise
commercialize any Feedback.A Beta testing program may have additional requirements.Products provided under a
Beta Program are for testing purposes only and not for commercial use,and do not qualify for LATITUDE or
distributor maintenance or technical support services.
3.3 Evaluation License.LATITUDE or its authorized distributor may from time to tirne offer a limited term ticense(s)
or subscriptions)for Products)for use by the Licensee for the limited purpose of evaluation. Products provided
under an evaluation license or subscription are not for commercial use and do not qualify for LATITUDE or distributor
maintenance or technical support services. After the limited term expires,the Licensee has no rights whatsoever to
access or use the Product(s)unless the Licensee makes separate arrangements in writing with LATITUDE.
3.4 Educational Use License. if Licensee has been qualified by LATITUDE or its authorized distributor to receive
education pricing.Licensee agrees to use the Producl(s)solely for educational,research,and academic purposes
that are noncommercial in nature.Licensee shalt not use the Product(s)for any administrative or profit-generating
activities.
3.5 Consultant Access.Licensee may provide access to the Product(s)to any consultant or contractor of the
Licensee,provided that the consultant or contractor is using the Product(s)exclusively for the benefit of the Licensee.
Licensee shall be responsible for compliance by consultants or contractors with the terms and conditions of this
Agreement.Licensee shall require consultant or contractor to discontinue use of,and access to,the Product(s)upon
completion of work for Licensee.Access to or use of Products)by consultants or contractors not exclusively for
Licensee's benefit is prohibited.
3.6 Third Party Software. Unless included in the software for the Products,Licensee will be responsible for
purchasing licenses for any third party software that is required in connection with the use of the Products,from the
third party licensors.Use of any third party software will be subject to the terms of the applicable third party license
agreement,and LATITUDE and/or its licensors provide no warranties and will have no IEability in connection with
Licensee's or any other party's use of such third party software.
3.7 Fees.The Licensee shall pay to LATITUDE or its authorized distributor the license,subscription and maintenance
and/or technical support services fees set out in the Ordering Document.
L200 10/2018 Page 3 of 12
ARTICLE 4.SCOPE OF USE
4.1 Permitted Uses.Subject to the terms and conditions set forth in this Agreement, Licensee may:
a. Install and store copies of the Software,Data,and Documentation onto electronic storage devlce(s).
b. Make one(1)copy of the Software,Data,and Documentation for archival purposes.Licensees may make
routine computer backups.
c. Customize the Software using any(f)macro or scripting language,(ii)published application programming
interface(ARI),or(Iii)source or object code libraries,but only to the extent that such customization Is
described In the Documentation.
d. Use,copy,or prepare derivative works of the Documentation supplied in a digital format and thereafter
reproduce,display,and distribute the customized documentation only for the Licensee's own internal use.
The portion(s)of the Documentation supplied in digital format merged with the other software and printed or
digital documentation shall continue to be subject to the terms and conditions of this Agreement and shall
provide the fallowing copyright attribution notice acknowledging the proprietary rights of LATITUDE and Its
licensor(s)in the Documentation supplied In digital format:'Portions of this document include intellectual
property of Latitude Geographics Group Ltd.and its licensor(s)and are used herein under license.Copyright
®[Insert the actual copyright dates)from the source materials]Latitude Geographics Group Ltd.and Its
licensor(s).All rights reserved."
4.2 Uses Not Permitted
Except to the extent that applicable law prohibits or overrides these restrictions,or as provided herein,Licensee
shill not-
a. Sell,rent,lease,sublicense,lend,assign,transfer,translate,export,or time-share the Product(s).
b. Act as a service bureau or commercial Application Service Provider(ASP)that allows third-party access to
the Product(s).A commercial ASP means a licensee who uses Products)for a site or service,and operates
the site or the service for a profit,or generates revenue by charging for access to the site or service.
Licensee may only use the Product for Commercial ASP Use provided that Licensee acquires a Commercial
ASP Use License.
c. Distribute the Software to third-parties,in whole or in part,including,but not limited to,extensions,
components,or DLLs without prior written approval of LATITUDE.
d. Reverse engineer,decompile,cross-assemble,or disassemble the Product(s).
e. Remove or obscure any LATITUDE(or its licensor(s))patent,copyright,trademark,proprietary rights
notices,and/or legends contained in or affixed to any Product,Product output,metadata file,or online and/or
hard-copy attribution page of any Data or Documentation delivered hereunder.
f. Make any attempt to circumvent the technological measure(s)that controls access to,or use of,the
Product(s).
g. Distribute Authorization Codes to third parties,except as provided in this Agreement.
h. Use Products in violation of LATITUDE's,its licensor(s)',or a third party's rights,including intellectual
property rights,privacy rights,non-discrimination laws,or any other applicable law or government regulation.
1. Unbundle individual or component parts of the Software or Data for independent use.
J. Incorporate any portion of Product into any product or service that competes with any Product.
k. Use,incorporate,modify,distribute,provide access to,or combine any computer code provided with any
Product in a manner that would subject such code or any part of the Product to open source license terms,
which includes any license terms that require computer code to be(1)disclosed in source code form to third
parties,(11)licensed to third parties for the purpose of making derivative works,or(iii)redistributable to third
parties at no charge.
I. To the extent within its control,use this Software for purposes or actions that are In contravention of the UN
Declaration of Human Rights,the Geneva Conventions of 1949,or the Geneva Protocols of 1977.
m. Use the Online Services to transmit spam,spoof,phish or junk email or messages,transmit offensive or
defamatory material,or stalk or make threats of physical harm.
n. Introduce any kind of malware,Including but not limited to viruses,worms,Trojan horses or other harmful
code that may damage the operation of the Online Services or the systems of other users of the Online
Services.
o. Attempt to gain unauthorized access to the Online Services or their related systems or networks.
p. Use the Online Services in any manner that could damage,disable,overburden or impair any part of the
Online Services,or Interfere with any other user's ability to access or use the Online Services.
q. Probe,scan or test the vulnerability of the Online Services or breach any security or authentication
measures used by the Online Services.
r. Benchmark the availability,performance,or functionality of the Online Services for competitive purposes.
L200 10/2018 Page 4 of 12
ARTICLE 5.ONLINE SERVICES
5.1 User Activity.Licensee is responsible for any use of the Online Services through Licensee's account or other
means of accessing the Online Services specific to Licensee,whether authorized or unauthorized and any liability
Incurred as a result.
5.2 Unauthorized Access.Licensee will use all reasonable efforts to prevent unauthorized access to or use of the
Online Services and will not share any passwords,user names,access keys or other login credentials for the Online
Services. Licensee will promptly notify LATITUDE of any known or suspected unauthorized access to or use of the
Online Services or any loss,theft or unauthorized use of login credentials.
5.3 Modification of Online Services.LATITUDE may implement updates to modify the features orfunctions of the
Online Services(`Update")at any time and at its sole discretion. In the event an Update results in the removal of
material functionality of the Online Services,LATITUDE shall endeavor to provide Licensee with at least sixty(60)
days notice of the Update and Licensee may,within 60 days of receiving such notice,terminate the subscription by
providing written notice to LATITUDE and receive a refund of any prepaid subscription fees prorated for the
remainder of the subscription term following the termination date.
5.4 Suspension of Online Services.LATITUDE reserves the right to temporarily suspend Licensee's access to or
use of the Online Services in the event:(I) LATITUDE reasonably believes that Licensee's access to or use of the
Online Services may result in liability to LATITUDE or adversely affect the integrity,functionality or usability of the
Online Services,Including without limitation,interfering with the access to or use of the Online Services by other
users;(ii)Licensee is in breach of this Agreement,including without Ilmitatlort,a failure to pay any amounts due under
this Agreement;or(iii)the Online Services are undergoing scheduled maintenance. LATITUDE shall not be
responsible for any damages,liabilities or losses of Licensee in connection with any suspension of the Online
Services that result from the forgoing.
5.5 Licensee Content.Licensee shall at all times remain the owner of Licensee Content.Licensee hereby grants to
LATITUDE a non-exclusive,royalty-free,perpetual,irrevocable,transferable,world-wide license(with the right to
sublicense)to access,use,reproduce,modify,transmit,display,store,index and archive the Licensee Content solely
for the purposes of:(1)providing the Online Services to Licensee,and(11)generating and exploiting aggregated and/or
statistical data,provided that such data does not contain information that is personally identifiable or identifiable with
Licensee.
5.6 Transmission of Data.Licensee acknowledges that hosting data online involves risks of unauthorized access
and disclosure and that such risk is inherent in Licensee's access to and use of the Online Services.Licensee agrees
that LATITUDE will not be responsible or liable in any manner for any Licensee Conteh or other data which is lost,
altered or intercepted without authorization due to errors or actions of third parties,and LATITUDE offers no
representations or warranties with respect to the foregoing,
5.7 Third Party Products and Services.Licensee acknowiedges that the Online Services are provided In part
through the use of third party software,hardware,and hosting and storage services. While LATITUDE has used
reasonable efforts to engage high quality third party product and services providers,neither LATITUDE nor its third
party suppliers shall be responsible for,and provide no representations or warranties with respect to,any third party
hardware,software or services used In connection with the delivery of the Online Services.
ARTICLE 6.PRIVACY
6.1 Privacy Policy.Licensee acknowledges it has been informed about the LATITUDE Privacy Policy located at
www.geocortex.com/Ieaal(the"Privacy Policy'),which is applicable to the collection,use and disclosure by
LATITUDE of personal Information relating to Licensee and/or its representative(s)in the context of LATITUDE
performing this Agreement and related purposes which is incorporated by reference Into this Agreement.
6.2 Personal Data.Licensee acknowledges that Licensee Content may be capable of identifying individual users of
the Online Services or other natural persons('Personal information'). Personal Information Is collected and used by
LATITUDE for the purpose of providing the Online Services to Licensee in accordance with this Agreement.
6.2.1 Application of Regulation(EU)2016/578 (EU GDPR).If Licensee is located in the European
Economic Area,the Data Protection Addendum,located at www.geocortex.com/leual(the"Data Protection
Addendum') shall apply and is hereby incorporated by reference into this Agreement.In such event,
LATITUDE shall process Personal Information on behalf of Licensee,where LATITUDE shall act as
L200 10/2018 Page 5 of 12
'processor'and Licensee as'controller',within the meaning of article A of EU Regulation 2016/679.The Data
Protection Addendum shall qualify as a written instruction by Licensee.
6.3 Legal Compliance.Licensee shall comply with all applicable privacy laws in connection with its use of the
Products and this Agreement.Without limiting the generality of the foregoing,Licensee will notify all of its personnel
and other individuals using the Online Services about the information handling practices detailed in this Article 6 and
the Privacy Policy,and will obtain all necessary consents required under applicable privacy law from such individuals
with respect to the foregoing.Licensee acknowledges and agrees that:(i)the Online Services are only offered in
jurisdictions in which the Online Services are not in violation of applicable privacy laws,including without limitation,
any'do not track"legislation,(the"Legal Jurisdictions');(ii)Licensee is responsible for determining the legality of the
Online Services in the Licensee's Jurisdiction;and(iii)all licenses and subscriptions granted to Licensee hereunder
are not valid outside the Legal Jurisdictions.
ARTICLE 7.TERM AND TERMINATION
The license is effective upon acceptance of this Agreement and shall continue until(i)such time that Licensee elects
in writing to discontinue use of the Product(s)and terminate the license;(ii)expiration of a Term License or
subscription;or(iii)either party terminates the license for a material breach that is not cured within thirty(30)days of
written notice to the other party,except that termination is immediate for a material breach of a nature that Is
impossible to cure.Upon termination of a license,Licensee shall(i)stop accessing and using affected Product(s)(ii)
cease all access and use of Online Services and clear Online Services client-side data cache and(ii)uninstall,
remove,and destroy all copies of affected Product(s)in Licensee's possession or control,including any modified or
merged portions thereof,In any form,and execute and deliver evidence of such actions to LATITUDE or its
authorized distributor.
ARTICLE 8.LIMITED WARRANTIES AND DISCLAIMERS
8.1 Limited Warranties. For a period of ninety(90)days from the date of receipt of Software or Online Services
authorization or keycode file(s)by Licensee,LATITUDE warrants that(i)the unmodified Software and Online
Services will substantially conform to the published Documentation and(ii)the media upon which the Software,Data,
and Documentation is provided will be free from defects in materials and workmanship under normal use and service.
8.2 Data Disclaimer.If included under this Agreement,Licensee acknowledges and agrees that the Data has been
obtained from sources believed to be reliable,but the accuracy and completeness of the Data are not guaranteed
and the Data may contain some nonconformities,defects,errors,or omissions.LATITUDE AND ITS LICENSOR(S)
MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE DATA,AND THE DATA IS
PROVIDED"AS IS."Without limiting the generality of the preceding sentence,LATITUDE and its licensor(s)do not
warrant that the Data will meet Licensee's needs or expectations,that the use of the Data will be uninterrupted,or
that all nonconformities can or will be corrected.LATITUDE and its licensor(s)are not inviting reliance on the Data,
and Licensee should always verify Data before any-such reliance.
8.3 Fault Tolerance Disclaimer
a_ The Products)are not fault-tolerant and are not designed,manufactured,or intended for resale or use in
Insurance underwriting or with critical health and safety or online control equipment In hazardous
environments that require fail-safe performance,such as in the operation of nuclear facilities, aircraft
navigation,or communication systems,air traffic control,real-time emergency response,real-time terrorism
prevention or response,life support,or weapons systems ("Fault-Intolerant Activities). LATITUDE AND ITS
LICENSOR(S)SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR
USE IN FAULT-INTOLERANT ACTIVITIES.
b. To the extent permitted by law, Licensee agrees to indemnify,defend,and hold LATITUDE, its licensor(s)
and their respective officers,directors,employees,agents,subcontractors,licensors,successors,and
assigns harmless from and against any and all liability,losses,claims,expenses(including attorney's fees),
demands,or damages of any kind,including direct, indirect,special,punitive, incidental,or consequential
damages,arising out of or in any way connected with the Licensee's use or permitting the use by others of
the Software,Online Services,and Data for Fault-Intolerant Activities.Delivery of the Software,Online
Services,and Data does not constitute a waiver of the rights and obligations set forth in this Article.
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8.4 Special Disclaimer.SAMPLE CODE,SAMPLE APPLICATIONS,SAMPLE EXTENSION, HOT FIXES,
EVALUATION SOFTWARE,AND BETA ARE DELIVERED-AS IS-WiTHOUT WARRANTY OF ANY KiND.
LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SAMPLE CODE,SAMPLE
APPLICATION,SAMPLE EXTENSION,HOT FIXES,EVALUATION SOFTWARE,AND BETA.
8.5 Internet Disclaimer.THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A
NETWORK OF PRIVATE AND PUBLIC NETWORKS,AND THAT(1)THE INTERNET IS NOT A SECURE
INFRASTRUCTURE,(2)THE PARTIES HAVE NO CONTROL OVER THE INTERNET,AND(3)NONE OF THE
PARTIES ARE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE
OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT
MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE ONLINE SERVICES.
8.6 General Disclaimer.EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, LATITUDE AND ITS
LICENSOR(S)DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND,WHETHER EXPRESS OR
IMPLIED, INCLUDING,BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,ACCURACY OR COMPLETENESS,
NONINTERFERENCE,SYSTEM INTEGRATION,AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS.LATITUDE DOES NOT WARRANT THAT THE PRODUCT(S)WILL MEET LICENSEE'S NEEDS,OR
THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED,ERROR FREE, FAULT TOLERANT,
FAIL-SAFE OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED.PRODUCT(S)ARE NOT
DESIGNED, MANUFACTURED,OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY
LEAD TO DEATH,PERSONAL INJURY,OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE.
8.7 Exclusive Remedy.Licensee's exclusive remedy and LATITUDE's entire liability for breach of the limited
warranties set forth in this Article 8 shall be limited,at LATiTUDE's sole discretion,to(i)replacement of any defective
media;(u)repair,correction,or provision of a work-around for the defective Software or Online Services such that it
substantially conforms to the published Documentation;or(III)a refund of the license fees actually paid by Licensee
for the defective Software or Online Services,provided that the Licensee uninstalls,removes,or destroys all copies of
the Software and ceases access to and use of the Online Services,and executes and delivers evidence of such
actions to LATITUDE or its authorized distributor.
ARTICLE 9.LIMITATION OF LIABILITY
9.1 Disclaimer of Certain Types of Liability.LATITUDE,ITS AUTHORIZED DISTRIBUTORS,AND ITS
LICENSOR(S)SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES;LOST PROFITS;LOST SALES OR BUSINESS EXPENDITURES;INVESTMENTS;
BUSINESS COMMITMENTS;LOSS OF ANY GOODWILL,OR FOR ANY INDIRECT,SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE
PRODUCT(S),HOWEVER CAUSED,ON ANY THEORY OF LIABILITY,AND WHETHER OR NOT LATITUDE,ITS
LICENSOR(S),OR ITS AUTHORIZED DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILfTY OF SUCH
DAMAGE.THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY.
9.2 General Limitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 10—INFRINGEMENT INDEMNITY,THE
TOTAL CUMULATIVE LIABILITY OF LATITUDE,ITS LICENSOR(S)AND ITS AUTHORIZED DISTRIBUTOR
HEREUNDER,FROM ALL CAUSES OF ACTION OF ANY KIND,INCLUDING,BUT NOT LIMITED TO,CONTRACT,
TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,BREACH OF WARRANTY,MISREPRESENTATION,OR
OTHERWISE,SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR THE PRODUCT(S)OR
MAINTENANCE OR TECHNICAL SUPPORT SERVICES THAT GIVE RISE TO THE CAUSE OF ACTION.
9.3 Applicability of Disclaimers and Limitations.Licensee agrees that the limitations of liability and disclaimers set
forth In this Agreement will apply regardless of whether Licensee has accepted the Product(s)or any other product or
service delivered by LATITUDE or its authorized distributor.The parties agree that LATITUDE or its authorized
distributor has set its prices and entered into this Agreement or agreed to the supply of the Product(s)or maintenance
and/or technical support services for Products licensed under this Agreement in reliance upon the disclaimers and
limitations set forth herein,and that the same form an essential basis of the bargain between the parties.
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY.
THE FOREGOING WARRANTIES,LIMITATIONS,AND EXCLUSIONS MAY NOT BE VALID IN SOME
JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S
L200 10/2018 Page 7 of 12
JURISDICTION.LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR
DISCLAIMED. LATITUDE DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY
EXTENT NOT PERMITTED BY LAW.
ARTICLE 10.INFRINGEMENT INDEMNITY
10.1 LATITUDE shall defend,indemnify as described below,and hold harmless Licensee from and against any loss,
liability,cost,or expense,Including reasonable attomey's fees,arising out of any claims,actions,or demands by a
third party alleging that Licensee's use of the Software or Online Services Infringes a U.S.or Canadian patent,
copyright,or trademark provided:
a. Licensee promptly notifies LATITUDE in writing of the claim;
b. Licensee provides LATITUDE documents describing the allegations of infringement;
c. LATITUDE has sole control of the defense of any actions and negotiations related to the defense or
settlement of any claim;and
d. Licensee reasonably cooperates fully in the defense of the claim at LATITUDE's request.
10.2 If the Software or Online Services is found to infringe a Canadian or US patent,copyright,or trademark,
LATITUDE,at Its own expense,may either(1)obtain rights for Licensee to continue using the Software or Online
Services,or(ii)modify the allegedly infringing elements of the Software or Online Services while maintaining
substantially similar functionality. If nelther alternative is commercially reasonable,the license shall terminate,and
Licensee shall cease accessing or using the infringing Software or Online Services,and shall uninstall and return to
LATITUDE or its authorized distributor any infringing item(s). LATITUDE's entire liability shad then be to Indemnify
Licensee pursuant to Article 10.1 and(i)with respect to Software licensed under a Perpetual License,refund the fees
paid by Licensee b LATITUDE or its authorized distributor for the Infringing items,prorated on a five(5}year,
straight-line depreciation basis beginning from the initial date of delivery,and(it)with respect to Software licensed or
Online Services subscribed to under a Term License.,refund the fees paid with respect to the remainder of the Term
License.
10.3 LATITUDE shall have no obligation to Indemnify or defend Licensee or to pay any resultant costs,damages,or
attorney's fees for any claims or demands alleging direct or contributory infringement to the extent arising out of(1)
the combination or integration of the Software or the Online Services with a product, process,or system not supplied
by LATITUDE or specified by LATITUDE in its Documentation;(0)material alteration of the Software or the Online
Services by anyone other than LATITUDE or its subcontractors;or(Iii)use of the Software or the Online Services
after modifications have been provided by LATITUDE for avoiding infringement or use after a return is ordered by
LATITUDE under Article 10.2.
10A THE FOREGOING STATES THE ENTIRE OBLIGATION OF LATITUDE,ITS LICENSOR(S)AND ITS
AUTHORIZED DISTRIBUTOR WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
ARTICLE 11.GENERAL PROVISIONS
11.1 Future Updates.Use of Products licensed under this Agreement is covered by the terms and conditions herein.
New or updated Products may require additional or revised terns of use under the then-current LATITUDE
Agreement.LATITUDE will make new or revised terns of use available at www.4eocortex.corrOegg_I or provide notice
of new or revised terns to Licensee.
11.2 Export Control Regulations.Licensee expressly acknowledges and agrees that Licensee shall not export,
reexport or provide the Product(s),in whole or in part,to(i)with the exception of Cuba,any country to which Canada
or the United States has embargoed goods;(It)any person on the U.S.Treasury Department's list of Specialty
Designated Nationals;(iii)any person or entity on the U.S.Commerce Department's Table of Denial Orders;or(iv)
any person or entity where such export,reexport,or import violates any export control laws or regulations including
amendments and supplemental additions as they may occur from time to time.Licensee shall not export the
Product(s)or any underlying information or technology to any facility In violation of these or other applicable laws and
warrants that it or its employees,consultants,or customers who gain access to the Product(s)are not a national,
resident,or located in or under the control of,or acting on behalf of any person,entity,or country subject to such U.S.
export controls.
11.3 Taxes and Fees,Shipping Charges.License fees quoted to Licensee are exclusive of any and all applicable
taxes or fees including,but not limited to,sales tax,use tax,value-added tax(VAT),customs,duties,or tariffs,and
shipping and handling charges.
L20010/2018 Page 8 of 12
11.4 No Implied Waivers.The failure of either party to enforce any provision of this Agreement shall not be deemed
a waiver of the provisions or the right of such party thereafter to enforce that or any other provision.
11.5 Severability.The parties agree that if any provisions of this Agreement is held to be unenforceable for any
reason,such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.
11.6 Successor and Assigns.Licensee shall not copy,assign,sublicense,sublease,redistribute,or transfer
Licensee's rights or the rights of a contractor or third party or delegate its obligations under this Agreement without
LATITUDE's and its authorized distributor's prior written consent,and any attempt to do so without LATITUDE's and
its authorized distributor's prior and written consent shall be void.This Agreement shall be binding upon the
respective successors and assigns of the parties to this Agreement.Notwithstanding,a Government contractor that
has acquired the Product(s)under contract to the Government may assign Its rights under this Agreement to its
Government customer upon written notice to LATITUDE,provided the Government customer assents to the terms of
this Agreement.
11.7 Survival of Terms.The provisions of Articles 2,6.7.8,9,10,and 11 of this Agreement shall survive the
expiration or termination of this Agreement.
11.8 Equitable Relief.Licensee acknowledges and agrees with LATITUDE that any breach of this Agreement by
Licensee, its employees,representatives,contractors or other third parties may cause serious and irreparable harm
to LATITUDE and/or its Hcensor(s)which cannot adequately be compensated in damages.Further,Licensee
acknowledges and agrees with LATITUDE that,in the event of such a breach,in addition to any and all remedies
available to LATITUDE,Its licensor(s)or its authorized distributor at law,LATITUDE,its licensors)and/or its
authorized distributor shall have the right to seek an injunction, specific performance,or other equitable relief in any
court of competent jurisdiction without the requirement of posting a bond or undertaking or proving injury as a
condition for relief.Licensee hereby consents to any request made by LATITUDE,its licensors)or its authorized
distributor for an injunction,specific performance or other equitable remedy and to such an injunction,specific
performance or other equitable remedy being issued against it restraining it from any further breach of such provision
or requiring any action by Licensee whatsoever. Such injunction,specific performance or other equitable remedy
shall not be construed to preclude or to be in derogation of any other remedy to which LATITUDE may be entitled
under the laws of Canada or the home jurisdiction of Licensee.
11.9 U.S.Government Restricted Rights.The Products)are provided with restricted rights.The Praduct(s)are
commercial computer software,commercial data,commercial Online Services,and commercial computer software
documentation.This Agreement contains LATITUDE's commercial license terms and conditions for such items.The
commercial license rights in this Agreement strictly govern Licensee's use,reproduction,or disclosure of the
Product(s).No other license terms or conditions shall apply unless expressly agreed in writing by LATITUDE and
Licensee.The Software source code is unpublished and all rights to the Product(s)are reserved under international
and national copyright laws. In the event any court,arbitrator,or board holds that the Licensee has greater rights to
any portion of the Product(s)under applicable public procurement law,such rights shall extend only to the portions
affected.Use,duplication,or disclosure by the U.S.Government Is subject to restrictions as provided In FAR 52.227-
19(June 1987),FAR 52.227-14(ALT III)(June 1987),DFARS 252.227-7015(Nov 1995),or NFS 1852.227-86
(December 1987),or the local,state,or foreign equivalent,as applicable.The owner or authorized licensor is Latitude
Geographics Group Ltd.,300-1117 Wharf Street,Victoria,British Columbia,Canada VBW 117.
11.10 Governing Law,Arbitration
a. Licensees in Canada and the United States of America, Its Territories,and OutlyingAreas.This Agreement
shall be govemed by and construed in accordance with the laws of the Province of British Columbia without
reference to its conflict of laws principles.Except as provided in Article 11.8,any dispute arising out of or
relating to this Agreement,or the breach thereof,which cannot be settled through:negotiation,shall be finally
settled by arbitration administered by the Canadian Commercial Arbitration Centre(in Canada)or the
American Arbitration Association(in the US)under their respective Commercial Arbitration Rules.Judgment
on the award rendered by the arbitrator may be entered into a court of competent jurisdiction. If Licensee is
a U.S.Government agency,this Agreement is subject to the Contract Disputes Act of 1978,as amended(41
U.S.0 601-613),in lieu of the Arbitration provisions of this clause.
b. All Other Licensees.Except as provided in Article 11.8,any dispute arising out of or relating to this
Agreement,or the breach thereof,which cannot be settled through negotiation,shall be finally settled under
the Rules of Arbitration of the International Chamber of Commerce by one(1)arbitrator appointed In
accordance with said Rules.The language of the arbitration shall be in English.The place of the arbitration
shall be at Vancouver,British Columbia,Canada.
L200 10/2018 Page 9 of 12
c. This Agreement shall not be governed by the United Nations Convention on Contracts for the International
Sale of Goods,the application of which is expressly excluded.
d. Either party shall,at the request of the other,make available documents or witnesses relevant to the major
aspects of the dispute.
11.11 Maintenance and Technical Support
a. Maintenance for qualifying Products and technical support services ordered directly from LATITUDE will be
provided in accordance with Latitude's Maintenance and Technical Support Policy(1-400)available at
www.geocortexcomAegal,which LATITUDE, in its sole discretion,may revise from time to time.
b. Maintenance for qualifying Products and technical support services ordered directly from a LATITUDE authorized
distributor will be provided in accordance with the distributor's then current standard maintenance program policy or
Latitude's L400,as indicated by the distributor.
L200 10/2018 Page 10 of 12
EXHIBIT 1
SCOPE OF USE
(1-300 10/2018)
The scope of use for each LATITUDE Software identified below is described in the applicable footnotes listed in
parentheses.
• Geocortex Essentials Standard Edition(1,2,3,4(applies to Starter Kit only)5 or 11,6,7,8, 12)
• Geocortex Essentials Standard Edition(4.x)
• Geocortex Workflow(15, 16, 19)
• Geocortex Reporting (15, 16,19)
• Geocortex Essentials Enterprise Edition(1,2,3,5 or 11,6,7,8, 12)
• Geocortex Essentials Standard Edition(4.x)
• Geocortex Workflow(15, 16, 19)
• Geocortex Reporting(15, 16, 19)
• Geocortex Workflow Web AppBuilder Edition(15, 17, 19)
• Geocortex Reporting Web AppBuilder Edition(15, 17,19)
• Geocortex Essentials Web AppBuilder Edition
• Geocortex Workflow Web AppBuilder Edition(15,17)
• Geocortex Reporting Web AppBuilder Edition(15, 17)
• Geocortex Analytics(5 or 11,6, 7,8, 12)
• Geocortex Essentials Developer Subscription(GEDS)(5,6,9)
• Geocortex Workflow Web AppBuilder Edition(15,17)
• Geocortex Reporting Web AppBuilder Edition(15, 17)
Products No Longer Available for Individual Purchase
Geocortex Essentials Standard Edition(4.x)(1, 2, 3,5 or 11,6,7,8, 12)
1. "Development Server License."Licensee may install and use the Software on a single computer to design and
build applications that interface with or utilize server Software as described in the Documentation.
2. "Staging Server License."Licensee may use and install the Software for the following purposes;user acceptance
testing,performance testing, load testing of other third-party software,staging new commercial data update,and
training activities.
3. "Production Server License."Licensee may install and use the Software or Data to provide services to multiple
users on the same or other computer(s).
4. "Single Application License.'Licensee may install and use the Software or Data for one(1)web-GIS application
serving multiple users on the same or other computer(s).An Application is defined as a discrete web-GIS viewer with
a specific URL.
5. "Term License."Licensee may use the subscription(s), Software,Online Services and Data for a limited time
period.When the license term expires Licensee must either stop using the subscription(s),Software,Online Services,
and Data,or renew or extend the license upon payment of applicable fees.Licensing is based on the greater of the
number of Licensee's Named Users or the number of ArcGIS Enterprise cores deployed by Licensee.
L300 1012018 Page 11 of 12
6. Extensions to Software programs and GEDS Software follow the same scope of use as that granted for the
corresponding Software programs.
7. The administrative tools for the Software may be copied and redistributed throughout the Licensee's
organization.
8. Redundant Software installation(s)for failover operations may be implemented during the period the primary site
is nonoperational.The redundant Software installation(s)shall remain dormant except for system maintenance and
updating of databases while the primary site or any other site is operational.
9. GEDS Software,Online Services,and Data may only be used at an installation location solely for the purposes
of research,development,testing,and demonstration of a prototype application.GEDS Software and Data may be
installed on multiple computers for use by any named GEDS developer.
10. Reserved.
11. "Perpetual License". Licensee may use the Software, for which applicable license fees have been paid,
indefinitely. Licensing is based on the greater of the number of Licensee's Named Users or the number of ArcGIS
Enterprise cores deployed by Licensee.
12. "Named User'.The Software Is licensed based on the associated number of ArcGIS named users deployed by
Licensee.
13. Reserved.
14. Reserved.
15. For Commercial ASP Licensees,Commercial ASP Use is restricted to on premise deployment.
16. Licensed for use with a Geocortex Viewer(GVH,GWV,GMV).Not for use with Esh's Web AppBuilder.
17. Licensed for use with Esri's Web AppBuilder. Not for use with a Geocortex Viewer(GVH,GWV,GMV).
18. Reserved.
19. Active Geocortex Essentials maintenance required to use this Product.
L300 1 01201 8 Page 12 of 12
Latitude Geographies Group Master License Agreement
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
�O SO4 z
Ste a Streiffert
Assistant Director,IT Solutions Department