Verizon Connect Telo Inc. (“VCT”) Map Data, Satellite Imagery, and Limited Use User Terms
Access to and use of this website, the map data, satellite imagery, and any other information or content provided along with or through this website (collectively, the “Software Service”) is subject to the following terms and conditions:
IF YOU ARE NOT A DIRECT CUSTOMER OF VCT, BUT HAVE BEEN GIVEN ACCESS TO ANY SOFTWARE SERVICE AT THE REQUEST OF YOUR SUPPLIER, SERVICE PROVIDER, OR ANOTHER ENTITY WHO IS A CUSTOMER OF VCT, THEN YOU ARE GIVEN LIMITED ACCESS TO THE SOFTWARE SERVICE SUBJECT TO THESE TERMS AND CONDITIONS, WHICH CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THEY AFFECT EACH PARTY’S RIGHTS CONCERNING THE RESOLUTION OF ANY DISPUTE BETWEEN THE PARTIES. PLEASE REFER TO THE “LIMITED USE” SECTION BELOW.
All VCT site design, text, graphics, and the selection and arrangement thereof are the copyrighted works of VCT. © 2000-2020 Verizon Connect Telo Inc. All rights reserved.
The VCT product and service names identified in this site are trademarks or service marks of VCT. All other products or services referenced in this site are the trademarks or service marks of their respective owners.
SITE USE AND CONTENT
You may not use, modify, copy, print, display, reproduce, distribute or publish any information from this site without the express permission of VCT. At any time VCT may without notice make changes to this site or to the Software Services.
The following end user terms and conditions apply to your use of map data provided through any VCT service or product:
HERE Map Data End User Terms
The map data (“Map Data”) is provided for your business or personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and VCT and its licensors (including their licensors and suppliers) on the other hand.
© 2020 HERE
|Australia||Copyright. Based on data provided under license from PSMA Australia Limited (www.psma.com.au).|
|Austria||© Bundesamt für Eich- und Vermessungswesen|
|Croatia, Cyprus, Estonia, Latvia, Lithuania, Moldova, Poland, Slovenia and/or Ukraine||© EuroGeographics|
|France||Source: Géoroute® IGN France & BD Carto® IGN France|
|Germany||Die Grundlagendaten wurden mit Genehmigung der zuständigen Behörden entnommen|
|Great Britain||Based upon Crown Copyright material.|
|Greece||Copyright Geomatics Ltd.|
|Hungary||Copyright © 2003; Top-Map Ltd.|
|Italy||La Banca Dati Italiana è stata prodotta usando quale riferimento anche cartografia numerica ed al tratto prodotta e fornita dalla Regione Toscana.|
|Jordan||© Royal Jordanian Geographic Centre.|
|Mozambique||Certain Data for Mozambique provided by Cenacarta © 200X by Cenacarta|
|Norway||Copyright © 2000; Norwegian Mapping Authority|
|Portugal||Source: IgeoE - Portugal|
|Spain||Información geográfica propiedad del CNIG|
|Sweden||Based upon electronic data © National Land Survey Sweden.|
|Switzerland||Topografische Grundlage: © Bundesamt für Landestopographie.|
All rights reserved.
The Map Data for areas of Canada includes information taken with permission from Canadian authorities, including: © Her Majesty the Queen in Right of Canada, © Queen's Printer for Ontario, © Canada Post Corporation, GeoBase®.
HERE holds a non-exclusive license from the United States Postal Service® to publish and sell ZIP+4® information.
©United States Postal Service® 2010. Prices are not established, controlled or approved by the United States Postal Service®. The following trademarks and registrations are owned by the USPS: United States Postal Service, USPS, and ZIP+4.
Terms and Conditions
Personal Use Only. You agree to use this Map Data together with VCT products for the solely business or personal, internal purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Map Data only as necessary for your permitted use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Map Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble, create any derivative works of, or reverse engineer any portion of this Map Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws. Multi-disc sets may only be transferred or sold as complete set as provided by VCT and not as a subset thereof.
Restrictions. Except where you have been specifically licensed to do so by VCT, and without limiting the preceding paragraph, you may not (a) use this Map Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.
Warning. The Map Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results.
No Warranty. This Map Data is provided to you "as is," and you agree to use it at your own risk. VCT and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Map Data, or that the Map Data or server will be uninterrupted or error-free.
Disclaimer of Warranty: VCT AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.
Disclaimer of Liability: VCT AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF VCT OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.
Export Control. You agree not to export from anywhere any part of the Map Data provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.
Entire Agreement. These terms and conditions constitute the entire agreement between VCT (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.
Governing Law. The above terms and conditions shall be governed by the laws of the State of Illinois, but the Netherlands where European HERE Map Data is used, without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. You agree to submit to the jurisdiction of the State of Illinois and The Netherlands, as applicable, for any and all disputes, claims and actions arising from or in connection with the Map Data provided to you here under.
Government End Users. If the Map Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, this Map Data is a "commercial item" as that term is defined at 48 C.F.R. ("FAR") 2.101, is licensed in accordance with these HERE Map Data End User Terms, and each copy of Map Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following "Notice of Use," and shall be treated in accordance with such Notice:
Notice of Use
Contractor (Manufacturer/ Supplier) Name: HERE
Contractor (Manufacturer/Supplier) Address: 425 West Randolph Street, Chicago, Illinois 60606
This Map Data is a commercial item as defined in FAR 2.101 and is subject to these End-User Terms under which this Map Data was provided.
© 2020 HERE - All rights reserved.
English Language. You may be receiving a version of these terms and conditions which have been translated from the original English language version. In the event of an inconsistency between the English version of these terms and conditions and any version in another language, the English version shall prevail. The English language version of these terms and conditions will be supplied to you upon receipt by VCT of your written request.
If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify HERE prior to seeking additional or alternative rights in the Map Data.
The following end user license agreement applies to your use of any satellite imagery provided through any VCT service or product:
DIGITALGLOBE® END USER LICENSE AGREEMENT
This End User License Agreement ("Agreement") is a contract for a license (not a sale) for the use of DigitalGlobe, Inc.'s ("DigitalGlobe") Digital aerial and satellite photography (referred to herein as "Product"). The Product is contained on CD ROM, other medium, or downloaded, and includes all imagery, orthophoto, vector data, attribute data, files, related documentation, data distributed to you or your computer, and any future updates and upgrades provided to you.
DigitalGlobe is willing to license the Product provided with this Agreement to you ("you" or "your") only on the condition that you accept all of the terms and conditions in this Agreement. If you do not agree to these terms and conditions, DigitalGlobe does not agree to license the Product to you and you must not download, use, or otherwise access the Product. If the Product was delivered to you on a tangible medium such as a CD, you must return the Product to DigitalGlobe, and the price you paid will be refunded to you. In the event that you do not return the Product as specified or you download, use, or otherwise access the Product, you acknowledge that you will be bound by all of the terms and conditions of this Agreement.
Please read the terms and conditions provided below carefully. by using the product, you acknowledge that you have read this agreement AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN and agree to be bound by its terms AND CONDITIONS.
Definitions. For purposes of this Agreement, the following
- Commercial Exploitation or Commercial Purpose. Redistribution, retransmission or publication for profit or fee, which may include, without limitation: (i) advertising; (ii) use in marketing and promotional materials and services on behalf of a customer, client, employer, employee or for your own benefit; (iii) use in any materials or services for sale or for which fees or charges are paid or received (e.g. textbook supplemental materials, books, syllabi, course packs); and (iv) use in any books, news publication or journal without an Educational Purpose.
- one individual;
- one company, corporation, or similar legal entity (excluding affiliates or subsidiaries which will be treated as a separate Customer Group);
- one subsidiary or affiliate of an entity;
- one department of a federal agency at the U.S. Cabinet level (e.g., office of the U.S. Dept. of Agriculture of U.S. Dept. of Interior, but excluding sub-agencies);
- one civilian federal agency below the U.S. Cabinet level;
- one department of the four branches of the military, a defense agency, one of the unified commands, one of the non-Dept. of Defense entities identified in 50 U.S.C. Section 401a or the State Department;
- one department of a foreign military or an international defense or intelligence agency;
- one state or provincial agency;
- one county or local government;
- one non-governmental organization or non-profit organization;
- one department within a single educational organization within a single country;
- one international agency such as NATO, but excluding the United Nations and the European Union;
- one office or department within the United Nations or the European Union; or
- any one entity equivalent to any of the entities listed above, located outside the United States.
- Demonstration Purpose. Any non-commercial use for demonstration, promotional or training purposes and not for Commercial Exploitation for a period of 90 days from product shipment.
- Derivative Works. Any products or works derived from the Product, which derivation was created or developed as permitted under this Agreement and in which the Product may be recast, transformed, adapted, or included, and which, if prepared without authorization of DigitalGlobe, would constitute a copyright infringement.
- Educational Purpose. Any non-commercial study or research that is undertaken solely in furtherance of education and not for Commercial Exploitation.
- Federal Civil Government Agency. Any government agency at the federal level, EXCLUDING all U.S. Department of Defense agencies and those agencies defined under U.S. Code Title 50. The U.S. Army Corp of Engineers is included in the definition of Federal Civil Government Agency under this Agreement.
- Joint Project. An undertaking between you and one or more other Customer Groups based on a contractual relationship existing at the purchase of the license.
- State and Local Government Agency. Any government agency at the state and local level. With regard to the United States, the term "state" includes the 50 United States and the United States' territories and possessions.
Grant of license. Subject to the terms and conditions of
this Agreement and payment of the applicable license fees, DigitalGlobe
grants to you a limited, non-exclusive, non-transferable license
("License") to use the Product solely for your personal
use, internal business purposes, or for Demonstration Purpose or Educational
Purpose as set forth on the applicable order confirmation, and only as
- If you are a State and Local Government Agency, you may post the Product and Derivative Works on your website at full resolution for non-Commercial Purpose in a non-downloadable, non-distributable fashion and in a manner that does not allow a third party to extract or access the Product as a standalone file;
- Create Derivative Works for internal use, including reformatting the Product into different formats or media from which it is delivered, modifying the Product through manipulation techniques and/or the addition of other data, and making copies of the resulting bundled image product;
- Publish the Product, in a non-digital format and for a non-Commercial Purpose, in research reports or similar publications; and
- All Products or Derivative Works must contain the following copyright notice conspicuously displayed: "© DigitalGlobe, Inc. All Rights Reserved" for the Product, and "Includes copyrighted material of DigitalGlobe, Inc., All Rights Reserved" for Derivative Works.
Prohibited Use. Notwithstanding anything else to the
contrary, you may not:
- Use the Product or Derivative Works for any purpose not expressly permitted under this Agreement, including without limitation for Commercial Exploitation; or
- Sell, license, rent, transfer, give away, disclose, copy or reproduce (even if merged with other materials), display, or distribute the Product or Derivative Works, except as expressly permitted under this Agreement; or
- Cause, permit or authorize the modification, translation, reverse engineering, decompiling or disassembling or hacking of the Product; or
- Use the Product in any way that would violate any applicable law; or
- Use any type of bot, spider virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb, or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access or that are designed to distort, delete, damage, or disassemble the Product; or
- Use the Product to develop, transmit or store information that infringes any third party's intellectual property or other proprietary right.
- Ownership. You hereby acknowledge that DigitalGlobe is the owner of, and hereby reserves, all rights in the Product, including, without limitation, any and all copyright, trademark, trade secrets, and other proprietary rights arising under United States law and international conventions. All rights in and to the Product not expressly granted to you are reserved by DigitalGlobe. This Agreement does not grant you title to the Product or any copies of the Product.
- Competing Products. You represent that you are not in the business of licensing or otherwise selling aerial or satellite imagery products similar to the Product and agree that, while you have possession of any part of the Product, you will not compete with DigitalGlobe by licensing or otherwise selling to others, aerial or satellite imagery similar to the Product. You further agree that you will not assign, sell, trade, bargain, convey, loan, rent, lease, sublicense, or pledge the Product, except as expressly permitted in this Agreement. The Product may be subject to a disabling code or other protective devices, and may cease functioning without notice in the event you breach any of your obligations under or relating to this Agreement.
- Installation, Training, Support, and Maintenance. You are responsible for providing the support software and hardware necessary to view, use, access, or otherwise display the Product, and obtaining any training needed to use the Product. DigitalGlobe, may, at its option, provide support and updates, corrections and revisions to the Product.
- Confidentiality and Proprietary Rights. The Product includes metadata and other confidential and proprietary information of DigitalGlobe ("Confidential Information") and is protected by U.S. and international civil and criminal laws, and DigitalGlobe shall in all events remain the owner of the Product. You shall not remove or alter any copyright or other proprietary notices on the Product, and shall reproduce all such notices on all aerial or satellite images produced, exported, copied, or created using the Product, all products and materials embodying such images, and upon tangible copies of the Product. In the event this Agreement is terminated, you shall have no further right to use the Product. The obligations of this paragraph 7 shall survive termination. You will not use any Confidential Information for any purpose not expressly permitted hereunder and will disclose Confidential Information only to your employees and permitted sublicensees who have a need to know for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than your duty here under. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of similar nature and with no less than reasonable care.
- Audit. At DigitalGlobe's request, you will provide assurances that you are using the Product consistent with the terms of this Agreement. Upon notice, DigitalGlobe may inspect your records, accounts and books relating to the use of the Product to ensure that the Product is being used in accordance with this Agreement.
- Term and Termination. This Agreement will be effective as of the date you accept this Agreement having expressly agreed to the terms and conditions set forth herein and remains in full force until terminated as provided below. DigitalGlobe has the right to terminate this Agreement, effective immediately upon notice to you, if you breach any provision of this Agreement. Upon termination of this Agreement, all rights granted to you hereunder shall immediately cease. You will (i) discontinue all use of the Product; (ii) if the product was delivered on a tangible medium, return to DigitalGlobe the Product and all copies thereof; (iii) purge all copies of the Product or any portion thereof from all computer storage device or medium on which you have placed or permitted others to place the Product; and (iv) if requested, give DigitalGlobe a written certification that you have complied with all of your obligations hereunder.
Limited Warranty. DigitalGlobe warrants that for a period of 90 days after delivery, the Product will perform substantially in accordance with its applicable specification. DigitalGlobe's sole obligation and your entire remedy for breach of the above warranty is for DigitalGlobe, at its option and expense, to (i) repair or replace the non-conforming Product returned during the warranty period; or (ii) refund all fees paid by for the non-conforming Product returned during the warranty period. The foregoing obligations are conditioned on the Product having been unmodified, properly accessed with appropriate software and hardware and you notifying DigitalGlobe of the failure in writing during the warranty period.
DigitalGlobe makes no warranty or representation as to the accuracy of the aerial or satellite photographic images or any other data provided in connection with the Product.
Except as provided above, the Product is provided "as is" without any warranty of any kind, express or implied, and all warranties of merchantability, non-infringement, and fitness for a particular purpose are expressly disclaimed. digitalglobe does not warrant that the Product will meet your needs or expectations, or that operations of the Product will be error free or uninterrupted.
The limited warranty is void if any non-conformity has resulted from accident, abuse, misuse, misapplication, or modification by any person other than DigitalGlobe.
- Limitation of Liability. In no event will DigitalGlobe be liable for any incidental, consequential, special, exemplary, or indirect damages (including lost profits and lost data) arising from or relating to this agreement and the Product, even if DigitalGlobe has been advised of the possibility of such damages. DigitalGlobe's total cumulative liability in connection with this agreement and the Product, whether in contract or tort or otherwise, will not exceed the amount of license fees paid to DigitalGlobe for the Product. This PARAGRAPH shall be given full effect even if the warrantY provided in PARAGRAPH 10 is deemed to have failed of its essential purpose.
- Export Control. You will not export or re-export the Product in violation of the U.S. Export Administration regulations or other applicable laws and regulations. You will defend, indemnify, and hold harmless DigitalGlobe from and against all fines, penalties, liabilities, damages, costs, and expenses incurred by DigitalGlobe as a result of any violation of such laws and regulations by you or any of your agents or employees.
- License Acceptance. You acknowledge and agree that by (a) breaking the seal on any package containing the Product; (b) accepting, in whole or in part, a quotation describing the Product by any means (including the use of End User's purchase order, whether or not that purchase contains inconsistent terms and conditions); (c) downloading, installing, using, manipulating, or otherwise accessing the Product on any computer hardware; (d) damaging or destroying the Product; (e) retaining the Product for more than 15 days following receipt; or (f) clicking an electronic button labeled, "SUBMIT", "INSTALL", "I ACCEPT" or such similar links as may be designated by DigitalGlobe to install the Product, you are agreeing to be bound by the terms and conditions of this Agreement and you are agreeing to waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electric records.
- Restricted Rights Notice to U.S. Government. If the Product was acquired for or on behalf of the U.S. Government, this Product provided with RESTRICTED RIGHTS. The use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement, as applicable. The contractor/manufacturer of this Software is DigitalGlobe, Inc. 1601 Dry Creek Drive, Suite 260, Longmont, Colorado 80503.
- You acknowledge that any actual or threatened breach of paragraphs 2, 4, or 7 will constitute immediate, irreparable harm to DigitalGlobe for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any action is brought to enforce this Agreement, the prevailing party will be entitled to receive its reasonable attorney's fees, court costs, and other collection expenses, in addition to any other relief it may receive.
- Failure to require performance of any provision of this Agreement does not waive DigitalGlobe's right to subsequently require full and proper performance of such provision. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall continue to be valid and enforceable.
- Neither this Agreement nor any of the rights or obligations hereunder may be assigned or transferred by you without the prior written consent of DigitalGlobe. This restriction on assignment or transfer shall apply to assignments or transfers by operation of law, as well as by contract, merger or consolidation. Any attempted assignment or transfer in violation of the foregoing will be null and void.
- This Agreement shall be governed by the laws of the State of Colorado, U.S.A., without regard to conflicts of law principles that would require the application of the laws of any other state or jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court or a state court in Boulder County, Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
- In the event of any conflict between this Agreement and a written license agreement executed by you and DigitalGlobe, Inc., the written license agreement shall govern.
- This Agreement represents the entire agreement between you and DigitalGlobe as to the matters set forth herein and integrates all prior discussions and understanding between us. Your acceptance of this Agreement is expressly limited to the terms and conditions set forth herein; any additional or inconsistent terms provided by you in any other documents such as a purchase order will not have any legally binding effect. This Agreement may be modified only by a binding written instrument entered into by you and DigitalGlobe.
- You may be receiving a version of this Agreement that has been translated from the original English language version. In the event of an inconsistency between the English language version of this Agreement and any version provided in another language, the English version shall prevail.
- Notices. Any notices relating to this Agreement should be sent by personal delivery or U.S. certified mail (return receipt requested) to the address provided below and will be effective upon receipt:
ATTN: LEGAL DEPT.
1601 Dry Creek Dr., Suite 260
Longmont, CO 80503, USA
The following end user terms and conditions apply if you are being provided access to the Software Service at the request of or through a third party, such as your supplier or service provider:
VCT is providing its proprietary location intelligence software service (“Location Intelligence Service”) to an entity who may be your supplier or service provider (“VCT Customer”). In connection with the provision of Location Intelligence Service to VCT Customer and at the request of VCT Customer, VCT is providing you with access to the Software Service, which has limited features of the Location Intelligence Service provided by VCT to VCT Customer. Software Service is provided to you through access to this website. By signing in to the website or otherwise using the Software Service, you acknowledge and agree that: (a) the Software Service is being provided to you “AS-IS”, without any warranties, express or implied, of any kind; (b) you assume all risk of use of the Software Service; and (c) your use is subject to (i) the following terms and conditions, (ii) all of the terms and conditions set forth above in this VCT Map Data, Satellite Imagery, and Limited Use User Terms agreement, and (iii) the terms and conditions set forth in the agreement between VCT (or its predecessor) and VCT Customer (“Customer Agreement”).
Subject to the terms and conditions herein and the terms and conditions of the Customer Agreement, VCT hereby grants to you a non-transferable, non-exclusive, limited right to access and use the Software Service solely during the term of the Customer Agreement and solely in connection with your monitoring of VCT Customer’s performance of its services to you. This license will terminate immediately upon termination of the Customer Agreement or upon VCT Customer providing VCT notice that you are no longer eligible to access and use the Software Service.
You acknowledge that the Software Service contains trade secrets and confidential information of VCT or its suppliers. Therefore, you will not (i) modify, create derivative works of, copy, publicly display, publicly perform, resell, transfer, distribute, sublicense, or reproduce the Software Service, (ii) use the Software Service to develop any other software that is competitive with or similar to the Software Service or provide any competitor of VCT access to the Software Service, (iii) decompile, disassemble, or reverse engineer the Software Service, (iv) remove or obscure any proprietary rights notice provided on the Software Service, or (v) assist any third party to engage in any of the foregoing activities. You also agree not to use the Software Service to access or use, or attempt to access or use, any systems or content which you are not authorized to access or use (including any systems or content not provided to you by VCT or VCT Customer), or to use the Software Service in an unlawful manner.
VCT makes no representations or warranties directly to you with respect to the Software Service or your usage thereof. Any representations or warranties with respect to the Software Service (if any) have been provided by VCT solely to VCT Customer. You are not entitled to rely on any such representations or warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE SERVICE, THE MAP DATA, ROAD CONDITIONS, AND ANY INFORMATION PROVIDED HEREFROM ARE PROVIDED TO YOU ON AN "AS IS" AND “WITH ALL FAULTS” BASIS. VCT AND ITS AFFILIATES, AND THEIR LICENSORS, SERVICE AND DATA PROVIDERS MAKE NO GUARANTEES AS TO THE ACCURACY OF ANY INFORMATION PROVIDED BY THROUGH THE SOFTWARE SERVICE AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING USE OF THE SOFTWARE SERVICE, THE MAP DATA, THE ROAD CONDITIONS, AND ANY INFORMATION PROVIDED HERE FROM, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND ALL IMPLIED INDEMNIFICATIONS.
VCT and its affiliates, and each of their licensors, and service and data providers shall not be liable to you in any way with respect to the Software Service or your usage of the Software Service. If liability of any kind arises relating to the Software Service, VCT shall be liable (if at all) to VCT Customer only. You may not make any claims of any kind against VCT, its affiliates, or any of their licensors, or service or data providers directly, and hereby waive any and all claims of any kind you may have against VCT and its affiliates, and their licensors or service or data providers arising out of your use of (or inability to use) the Software Service, and agree to hold VCT and its affiliates, and their licensors or service or data providers harmless from the same. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SOFTWARE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VCT AND ITS AFFILIATES, AND THEIR LICENSORS AND SERVICE AND DATA PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ANY OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SOFTWARE SERVICE, MAP DATA, ROAD CONDITIONS, OR INFORMATION PROVIDED HEREFROM, INCLUDING ANY LOSS OF USE, LOST DATA OR SOFTWARE, LOST BUSINESS PROFITS, BUSINESS INTERRUPTION, PERSONAL INJURY, OR ANY OTHER PECUNIARY LOSS, EVEN IF VCT OR ITS AFFILIATES, OR THEIR LICENSORS, SERVICE OR DATA PROVIDERS OR AGENTS HAVE BEEN INFORMED OF THE POSSIBILITY OR EXISTENCE THEREOF.
IF FOR ANY REASON THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY ARE HELD UNENFORCEABLE OR INAPPLICABLE, THE TOTAL AGGREGATE LIABILITY OF VCT AND ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND SERVICE OR DATA PROVIDERS, IF ANY, FOR DAMAGES TO YOU SHALL NOT EXCEED FIFTY DOLLARS ($50.00). Certain countries or states do not allow the disclaimer of certain warranties or the limitation or exclusion of liability, so the above disclaimers and limitations/exclusions may not apply to you in their entirety.
You agree to indemnify and hold harmless VCT and its affiliates from and against any and all claims and suits, and damages, liabilities, judgments, and expenses resulting from such claims and suits based on your use or misuse of the Software Service or your breach of any provision of these terms and conditions.
Title to and ownership of the Software Service remains with VCT or its licensors at all times. There are no implied licenses granted under these terms and conditions.
Any information or data you input into or transmit using the Software Service or collected by VCT in the course of your using the Software Service shall not be considered your confidential or proprietary information, and shall be exclusively owned by VCT. Except to the extent prohibited by applicable law, VCT and its affiliates shall be free to use and disclose such information and data in any manner without any restriction.
You agree not to export or reexport from anywhere any part of the Software Service provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules, and regulations.
Arbitration Choice of Law
THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THEY AFFECT EACH PARTY’S RIGHTS CONCERNING THE RESOLUTION OF ANY DISPUTE BETWEEN THE PARTIES.
These terms and conditions and performance by the parties hereunder shall be construed in accordance with the laws of the State of New York, U.S.A., without regard to provisions on the conflicts of laws. Any dispute or controversy arising from or relating to these terms and conditions or the enforcement of any provision of these terms and conditions must be arbitrated in New York, New York before a single arbitrator experienced in the software industry who is jointly selected and mutually approved by the parties or, if the parties are unable to or fail to agree on the selection of the arbitrator within fifteen (15) days of the demand for arbitration being served, who is appointed by Judicial Arbitration and Mediation Services (JAMS) in accordance with its rules. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (and in accordance with the expedited procedures in those rules). The arbitrator will require the non-prevailing party to pay for the costs of arbitration, including reasonable attorneys fees incurred by the prevailing party in connection with the arbitration. The results of the arbitration procedure will be considered confidential information of both parties. Any arbitration decision rendered will be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Each party agrees that any proceeding to resolve or litigate any dispute hereunder, whether in arbitration or in court, will be conducted solely on an individual basis, and neither party will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which either party acts or proposes to act in a representative capacity. The parties further agree that no arbitration or proceeding will be joined, consolidated, or combined with another arbitration or proceeding without the prior written consent of all parties to such other arbitration or proceeding.
Any questions, complaints, or claims with respect to Software Service may be directed to VCT at One Verizon Way, Basking Ridge, New Jersey 07920, USA, attention: VCT Legal Department, and by email to email@example.com. A copy of any such written communication sent to VCT shall also be sent to the attention of the General Counsel of VCT at the following address: Verizon Connect, 2002 Summit Boulevard, Suite 1800, Atlanta, Georgia 30319.