IMPORTANT: READ CAREFULLY BEFORE PURCHASING DATA PRODUCTS FROM THE INTERMAP™ DATA STORE.

This End User License Agreement ("EULA") is a legal and binding agreement between Intermap Technologies Inc. ("Intermap") and the company, individual, group or other legal entity ("Customer") identified on the order form confirmation generated by Intermap ("Confirmation") for the data, databases and data products of Intermap and its third party providers identified in the Confirmation ("Data") and any software, hardware, documentation, updates, supplements, and other services identified in the Confirmation or otherwise provided by Intermap and its third party providers to Customer with this EULA (Data and such other items collectively "Product(s)"), unless other terms accompany those items, in which event those terms apply to such items.

1. License Grant.  The Products are licensed to Customer, not sold. Subject to the terms and conditions of this EULA, Intermap grants Customer a limited, revocable, non-transferable, non-exclusive license for the time period specified in the Confirmation to: (a) internally use the Product solely for the purpose set forth in the Confirmation; (b) make copies of the Data as reasonably necessary to achieve the purpose set forth in the Confirmation and for backup purposes; (c) make derivative works of the Data for Customer's internal business purposes solely as permitted in the Confirmation; and (d) permit Customer's contractors and consultants to access and make copies of the Data solely for use on behalf of Customer, provided that such contractors and consultants agree in writing: (i) to be bound by the same Product limitations applicable to Customer, and (ii) to return the Products and any derivative works to Customer, and keep no copy thereof, upon completion of the contracting or consulting engagement. Conduct in violation of this EULA by such other parties will be deemed to be a material breach of this EULA by Customer.


2. Reservation of Rights; Restrictions.  All rights not expressly granted to Customer are reserved by Intermap and its licensors. Unless applicable law grants Customer additional rights despite this limitation, Customer will refrain from, and prevent others from, using the Products in any manner or for any purpose not expressly authorized by this EULA, including without limitation:
1. sublicensing, transferring, selling, leasing or assigning any of the rights granted herein (and any attempt to do so is void).
2. copying the Products.
3. publishing, disclosing, making available, distributing, transmitting or allowing a third party (except third parties explicitly permitted in Section 1 of this EULA) to access the Product in whole or in part. Notwithstanding the foregoing, disclosure of Products pursuant to a judicial or administrative order will not be deemed to be a breach of the foregoing obligation, provided Customer (i) provides timely written notice of such order to Intermap and (ii) reasonably cooperates with Intermap's efforts to contest or limit the scope of such order.
4. unless explicitly permitted in the Confirmation, create derivative works for distribution (where "derivative works" is defined under United States copyright law (17 U.S.C. §101) and, to the extent applicable, international copyright law).
5. reverse engineering, decompiling, or disassembling the Product, except as expressly permitted by applicable law (and only then, to the extent permitted by such law and provided further that Customer promptly notifies Intermap of any such activity).
6. using any trademarks of Intermap.
7. using the Product to provide a service bureau, time share or other services to third parties.
8. hosting or storing any portion of the Product on equipment not owned or controlled by Customer.
9. using any portion of the Product in a manner that does not comply with applicable law, regulations, or governmental orders including, without limitation, all applicable privacy laws.


3. Protection;Cooperation.  Customer will (a) appropriately notify its employees of its rights and obligations hereunder; (b) use its best efforts to maintain the confidentiality and security of the Products and prevent the unauthorized disclosure or use of the Products; (c) immediately notify Intermap upon discovering evidence of a current or threatened misuse or unauthorized use or disclosure of the Products; and (d) at Customer's own cost, use its best efforts and cooperate with Intermap to promptly cure such.


4. Ownership.  Intermap and its licensors retain ownership of the Products and all portions thereof, including all rights under copyright law, trademark law, patent law, trade secret law, and all other forms of proprietary and intellectual property protection; and such Products will continue to be subject to the provisions of this EULA, even if Intermap expressly authorizes Customer to: (a) modify, merge, incorporate, or combine the Products, or any portion thereof, into any software, hardware, or other data, or (b) convert or translate the Products into another data format.


5. Restrictions on NEXTMap® Britain End Users.  In addition to the other restrictions set forth herein, Customer will not use NEXTMap® Britain to create or distribute flood maps, flood hazard maps, flood insurance rate maps, flood models, or any map, image or representation of flood modeling or risk in any manner. The foregoing restriction applies only to End Users of the NEXTMap Britain Product and may not apply to Customer.


6. Government Uses.  If Customer is a federal, state, or local government agency, the Product is licensed solely to the particular agency and not to any other government agency. The Product is a "commercial item" as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. 227.7202-1 throughout 227.7202-4 (June 1995), all U.S. Government End Users acquire the Products with only those rights set forth herein. If the Products or any permitted derivative works are used in connection with the performance of any government contracts or subcontracts, Customer will ensure that (i) the Products and any derivative works will not constitute a deliverable under any governmental contracts or subcontracts; and (ii) in no event will a government entity acquire any rights other than those provided in this Section. The foregoing limitations apply only to government End Users and may not apply to Customer.


7. Limited Warranty; Disclaimer; LIMITATION OF LIABILITY. 
   1. Intermap warrants for the longer of sixty (60) days after the delivery of the Products or as required by applicable law that the Data delivered to Customer will be of the geographic area of interest ordered and the media used to carry the Data will be free from material physical defects. Customer's sole remedy and Intermap's sole obligation under this limited warranty is for customer to return the defective media to Intermap within the warranty period, and to receive replacement media. IF INTERMAP CANNOT REPLACE THE MEDIA, INTERMAP WILL REFUND THE AMOUNT customer PAID FOR THE PRODUCTS. This warranty does not cover problems caused by customer's acts (or failure to act), the acts of others, or events beyond Intermap's reasonable control.
   
   
   2. Except for the limited warranty specified herein, the Products are provided "AS IS" without warranty of any kind, and all warranties EXPRESS OR IMPLIED, INCLUDING WARRANTIES oF NONINFRINGEMENT, merchantability and fitness for a particular purpose are HEREBY DISCLAIMED. NOT LIMITING THE FOREGOING, Intermap does not warrant that the products will meet CUSTOMER'S needs or expectations or that use of the Products will be error free or uninterrupted. In no event WILL INTERMAP be liable for any claim or loss incurred by CUSTOMER, including without limitation incidental, indirect, special, consequential or exemplary damages, EVEN IF ADVISED of the likelihood of such damages. INTERMAP'S liability WILL not exceed the license fees paid by CUSTOMER to Intermap with respect to the Products at issue. THE FOREGOING limitationS AppLY to all causes of action, including without limitation breach of contract or warranty or tort AND IS A MATERIAL INDUCEMENT FOR INTERMAP GRANTING THE RIGHTS HEREIN. Because some states and jurisdictions do not allow the foregoing limitations, such limitations may not apply to Customer.


8. Indemnification.  Customer will defend, indemnify, and hold Intermap, its affiliates, directors, employees, licensors, and agents harmless from and against any claim, action, proceeding, loss, cost, expense, damages, and liability, including reasonable attorneys' fees, arising from: (1) Customer's use or other actions relating to the Products and/or (2) Customer's breach of any provision of this EULA.


9. Term and Termination. 
   1. This EULA becomes effective upon use of the Product and will continue in force until terminated as provided herein. This EULA will terminate immediately if Customer fails to comply with any of its terms.
   2. Upon expiration or termination of this EULA for any reason, Customer will deliver to Intermap all copies and embodiments of the Products and derivative works, if any, and certify in writing that no copies are left in Customer's possession.
   3. Sections 2 through 8, 9(b) and (c), 10, 11 and 14 survive expiration or termination of this EULA.
   
   
10. Governing Law. 
    1. This Agreement is governed and interpreted in accordance with the laws of the State of Colorado without regard to its conflicts of law provisions. The United Nations Convention on the International Sale of Goods does not apply.
    2. Any dispute arising between the parties out of or in connection with this Agreement will be finally resolved by arbitration conducted by one arbitrator in Denver, Colorado pursuant to the International Arbitration Rules of the American Arbitration Association ("AAA") applicable to commercial disputes. The Federal Arbitration Act, 9 U.S.C. Sec. 1-16, not state law, will govern such dispute. The arbitrator's award will be final and binding and may be entered in any court having jurisdiction thereof. Each party will bear its own costs and attorneys' fees, and will share equally in the fees and expenses of the arbitrator. The arbitration will be conducted in English, the governing language of this Agreement.
    3. Nothing in this section will restrict the ability of Intermap or its licensors to pursue any legal or equitable remedy or to obtain an injunction to protect any rights Intermap or its licensors may have rising out of or relating to the Product or any of Intermap or its licensors' intellectual property rights. Any breach of this Agreement by Customer will cause Intermap and its licensors irreparable harm for which there is no adequate legal remedy. In the event of any actual or threatened breach of this Agreement by Customer, Intermap and/or its licensors are entitled to obtain injunctive and all other appropriate relief from a court of competent authority, without being required to: (i) show any actual damage or irreparable harm, (ii) prove the inadequacy of its legal remedies, or (iii) post any bond or other security.


11. Assignment.  Neither this EULA nor any of the rights granted by it may be assigned or transferred by Customer, including assignments or transfers by operation of law, as well as by contract, merger or consolidation. This Agreement is binding upon and will inure to the benefit of both parties and permitted successors.


12. Export Licensing Notification.  The products delivered hereunder are subject to the export licensing regulations of the United States. Customer will comply with such regulations in its use of the Products. Customer is solely responsible for obtaining any and all required government authorizations, including without limitation, any export or import licenses and foreign exchange permits.


13. Audit.  At Intermap's request, Customer will provide assurances that Customer is using the Products consistent with the terms of this EULA. Upon notice, Intermap may inspect Customer's premises and systems relating to the use of the Products to ensure compliance with this EULA.


14. Miscellaneous.  This EULA and the Confirmation is the complete and exclusive agreement between Customer and Intermap with respect to the Products and may be amended or modified only in a written instrument signed by a duly authorized representative of both parties. In the event of a conflict between the EULA and the Confirmation, the terms of this EULA prevail. If any part of this EULA is found invalid, such invalidity will not affect the validity of remaining portions of this EULA, and the parties will promptly substitute for the invalid provision a provision that most closely approximates the intent and economic effect of the invalid provision. Failure by a Party to complain of any act or failure to act of the other Party or to declare the other Party in default, irrespective of the duration of such default, will not constitute a waiver of rights hereunder. This EULA will be interpreted solely in the English language, and no translation into any foreign language will have any effect.

 

Intermap Technologies™ GmbH - End User License Agreement

This End User License Agreement (“EULA”) is a legal and binding agreement between Intermap Technologies GmbH (“Intermap”) and the company, individual, group or other legal entity (“Customer”) identified on the order form confirmation generated by Intermap (“Confirmation”) for the data, databases and data products of Intermap and its third party providers identified in the Confirmation (“Data”) and any software, hardware, documentation, updates, supplements, and other services identified in the Confirmation or otherwise provided by Intermap and its third party providers to Customer with this EULA (Data and such other items collectively “Product(s)”), unless other terms accompany those items, in which event those terms apply to such items

1. License Grant. The Products are licensed to Customer, not sold. Subject to the terms and conditions of this EULA, Intermap grants Customer a limited, revocable, non-transferable, non-exclusive license for the time period specified in the Confirmation to: (a) internally use the Product solely for the purpose set forth in the Confirmation; (b) make copies of the Data as reasonably necessary to achieve the purpose set forth in the Confirmation and for backup purposes; (c) make derivative works of the Data for Customer’s internal business purposes solely as permitted in the Confirmation; and (d) permit Customer’s contractors and consultants to access and make copies of the Data solely for use on behalf of Customer, provided that such contractors and consultants agree in writing: (i) to be bound by the same Product limitations applicable to Customer, and (ii) to return the Products and any derivative works to Customer, and keep no copy thereof, upon completion of the contracting or consulting engagement. Conduct in violation of this EULA by such other parties will be deemed to be a material breach of this EULA by Customer.
2. Reservation of Rights; Restrictions. All rights not expressly granted to Customer are reserved by Intermap and its licensors, who are third party beneficiaries of Intermap’s rights under this Agreement. Unless applicable law grants Customer additional rights despite this limitation, Customer will refrain from, and prevent others from, using the Products in any manner or for any purpose not expressly authorized by this EULA, including without limitation:
   1. sublicensing, transferring, selling, leasing or assigning any of the rights granted herein (and any attempt to do so is void).
   2. copying the Products
   3. publishing, disclosing, making available, distributing, transmitting or allowing a third party (except third parties explicitly permitted in Section 1 of this EULA) to access the Product in whole or in part. Notwithstanding the foregoing, disclosure of Products pursuant to a judicial or administrative order will not be deemed to be a breach of the foregoing obligation, provided Customer (i) provides timely written notice of such order to Intermap and (ii) reasonably cooperates with Intermap’s efforts to contest or limit the scope of such order.
   4. unless explicitly permitted in the Confirmation, creating derivative works for distribution (where “derivative works” is defined in §§ 3, 69 c of the German Copyright Act (UrhG) and, to the extent applicable, German copyright law).
   5. reverse engineering, decompiling, or disassembling the Product, except as expressly permitted by applicable law (and only then, to the extent permitted by such law and provided further that Customer promptly notifies Intermap of any such activity).
   6. using any trademarks of Intermap.
   7. using the Product to provide a service bureau, time share or other services to third parties.
   8. hosting or storing any portion of the Product on equipment not owned or controlled by Customer.
   9. using any portion of the Product in a manner that does not comply with applicable law, regulations, or governmental orders including, without limitation, all applicable privacy laws.
3. Protection; Cooperation.Customer will (a) appropriately notify its employees of its rights and obligations hereunder; (b) use its best efforts to maintain the confidentiality and security of the Products and prevent the unauthorized disclosure or use of the Products; (c) immediately notify Intermap upon discovering evidence of a current or threatened misuse or unauthorized use or disclosure of the Products; and (d) at Customer’s own cost, use its best efforts and cooperate with Intermap to promptly cure such.
4. Ownership. Intermap and its licensors retain ownership of the Products and all portions thereof, including all rights under copyright law, trademark law, patent law, trade secret law, and all other forms of proprietary and intellectual property protection; and such Products will continue to be subject to the provisions of this EULA, even if Intermap expressly authorizes Customer to: (a) modify, merge, incorporate, or combine the Products, or any portion thereof, into any software, hardware, or other data, or (b) convert or translate the Products into another data format.
5. Restrictions on NEXTMap Britain™ End Users. In addition to the other restrictions set forth herein, Customer will not use NEXTMap Britain™ to create or distribute flood maps, flood hazard maps, flood insurance rate maps, flood models, or any map, image or representation of flood modeling or risk in any manner.
6. LIMITED WARRANTY; DISCLAIMER; LIMITATION OF LIABILITY.
   1. Intermap warrants for the longer of sixty (60) days after the delivery of the Products or as required by applicable law that the Data delivered to Customer will be of the geographic area of interest ordered and the media used to carry the Data will be free from material physical defects. CUSTOMER’S SOLE REMEDY AND INTERMAP’S SOLE OBLIGATION UNDER THIS LIMITED WARRANTY IS FOR CUSTOMER TO RETURN THE DEFECTIVE MEDIA TO INTERMAP WITHIN THE WARRANTY PERIOD, AND TO RECEIVE REPLACEMENT MEDIA. IF INTERMAP CANNOT REPLACE THE MEDIA, INTERMAP WILL REFUND THE AMOUNT CUSTOMER PAID FOR THE PRODUCTS. This warranty does not cover problems caused by Customer’s acts (or failure to act), the acts of others, or events beyond Intermap’s reasonable control.
   2. Intermap and its affiliates and licensors will be liable only up to the amount of damages as typically foreseeable at the time of entering into the purchase agreement in respect of damages caused by a slightly negligent breach of a material contractual obligation; and Intermap and its affiliates and licensors will not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation
   3. The aforesaid limitation of liability will not apply to any mandatory statutory liability, in particular, liability under the German Product Liability Act, liability for assuming a specific guarantee or liability for culpably caused personal injuries.
7. Indemnification. Customer will defend, indemnify, and hold Intermap, its affiliates, directors, employees, licensors, and agents harmless from and against any claim, action, proceeding, loss, cost, expense, damages, and liability, including reasonable attorneys’ fees, arising from: (1) Customer’s use or other actions relating to the Products and/or (2) Customer’s breach of any provision of this EULA.
8. Term and Termination
   1. This EULA becomes effective upon signature of Customer and use of the Products and will continue in force until terminated as provided herein. This EULA will terminate immediately if Customer fails to comply with any of its terms.
   2. Upon expiration or termination of this EULA for any reason, Customer will deliver to Intermap all copies and embodiments of the Products and derivative works, if any, and certify in writing that no copies are left in Customer’s possession.
   3. Sections 2 through 5, 6(b) and (c), 7, 8(b) and (c), 9, 10 and 13 survive expiration or termination of this EULA.
9. Governing Law.
   1. This Agreement is governed and interpreted in accordance with the laws of Germany without regard to its conflicts of law provisions. If this Agreement is translated into German or another language, the English version of this Agreement will control in the event of any inconsistency or conflict. The United Nations Convention on the International Sale of Goods does not apply.
   2. Any dispute arising between the parties out of or in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration e.V. (DIS) without recourse to the ordinary courts of law. The place of arbitration is Frankfurt/Main. The arbitral tribunal will consist of three arbitrators. The language of the arbitral proceedings will be English. However, expert reports and other documentary evidence may alternatively be submitted in German language.
   3. Nothing in this section will restrict the ability of Intermap or its licensors to pursue any legal or equitable remedy or to obtain an injunction to protect any rights Intermap or its licensors may have rising out of or relating to the Product or any of Intermap or its licensors’ intellectual property rights. Any breach of this Agreement by Customer will cause Intermap and its licensors irreparable harm for which there is no adequate legal remedy. In the event of any actual or threatened breach of this Agreement by Customer, Intermap and/or its licensors are entitled to obtain injunctive and all other appropriate relief from a court of competent authority, without being required to: (i) show any actual damage or irreparable harm, (ii) prove the inadequacy of its legal remedies, or (iii) post any bond or other security.
10. Assignment. Neither this EULA nor any of the rights granted by it may be assigned or transferred by Customer, including assignments or transfers by operation of law, as well as by contract, merger or consolidation. This Agreement is binding upon and will inure to the benefit of both parties and permitted successors.
11. Export Licensing Notification. The products delivered hereunder are subject to the export licensing regulations of the United States. Customer will comply with such regulations in its use of the Products. Customer is solely responsible for obtaining any and all required government authorizations, including without limitation, any export or import licenses and foreign exchange permits.
12. Audit. At Intermap’s request, Customer will provide assurances that Customer is using the Products consistent with the terms of this EULA. Upon notice, Intermap may inspect Customer’s premises and systems relating to the use of the Products to ensure compliance with this EULA.
13. Miscellaneous. This EULA and the Confirmation is the complete and exclusive agreement between Customer and Intermap with respect to the Products and may be amended or modified only in a written instrument signed by a duly authorized representative of both parties. In the event of a conflict between the EULA and the Confirmation, the terms of this EULA prevail. If any part of this EULA is found invalid, such invalidity will not affect the validity of remaining portions of this EULA, and the parties will promptly substitute for the invalid provision a provision that most closely approximates the intent and economic effect of the invalid provision. Failure by a Party to complain of any act or failure to act of the other Party or to declare the other Party in default, irrespective of the duration of such default, will not constitute a waiver of rights hereunder.

When you place orders on the Intermap data store, you are redirected to the PayPal site to complete your transaction. Your purchase information is submitted directly to PayPal and is not managed or handled by Intermap.

Intermap Technologies uses the most up to date Secure Sockets Layer (SSL) encryption technology, the highest level of security on the Internet. The SSL protocol provides Server Authentication, Data Integrity and Privacy on the Web. This security measure helps ensure that no impostors, eavesdroppers or vandals get your information. SSL not only encrypts all information transmitted, but also verifies identity of the server and the original message arrives safely at its destination.

Intermap Technologies is the owner and operator of www.intermap.com, https://istore.intermap.com, www.terrainondemand.com, and www.accuterra.com (the "Websites"). Intermap has created this privacy policy in order to demonstrate our firm commitment to privacy and to establish certain guidelines for your use of the Websites. The following discloses our information gathering and dissemination practices for the Websites. Your IP address is a series of numbers used to identify and differentiate your computer from among all the computers using the Internet. We use your IP address to help diagnose problems with our server, and to administer the Websites. Your IP address is used to help identify you and to gather broad demographic information that is anonymous in nature and is not associated with particular individuals. The Websites contain links to other websites. Intermap is not responsible for the privacy practices or the content of such websites. You should appreciate that all information submitted on the Website might potentially be publicly accessible. Important and private information should be protected by you. We are not responsible for protecting, nor are we liable for failing to protect, the privacy of electronic mail or other information transferred through the Internet or any other network that you may utilize. See Intermap's Privacy Policy for more information regarding privacy. Intermap's privacy policy is incorporated into and a part of these Terms of Use.

Security and Identity
The Websites have security measures in place to protect against the loss, misuse and alteration of the information under our control; however, all security is subject to possible circumvention, and we cannot and do not provide any guarantees regarding the effectiveness of the security we employ or our ability to prevent third parties, acting unlawfully, from obtaining information that you provide to us. You are responsible for maintaining the confidentiality of your registration number and password, and you are responsible for all uses of your registration number or password, and any and all related charges, whether or not authorized by you.

Cookies
We may place or recognize a unique "cookie" on your browser. Cookies are small files placed on the hard drives of visitors to the Websites. The cookies reflect identifying information about each user and retain certain non-identifying information about the user's use of the Websites. These cookies are accessible to Intermap and its third party advertisers as users browse the Websites. Most Internet browsers are initially set to accept cookies. Users are always free to decline cookies if their browser permits; however, it is possible that some parts of the Websites, such as the areas where access is limited to registered users, will not function properly if the user's cookies are disabled. You may occasionally receive cookies from our advertisers or business partners who offer services through, or advertise on, the Websites. We do not control these cookies, and these cookies are not subject to our privacy policies.

Choice/Opt-Out
We provide users the opportunity to opt-out of receiving certain types of advertising as well as communications from our partners.

Archiving and Preservation of Information
We archive all information, including personal information, you provide in the course of using the Matching Service and any other aspects of the Websites. We store that information on servers that are controlled by us or by third parties who have agreed to comply with our commitments made under this Privacy Policy and with whom we have a contractual relationship. Archived information will not ordinarily be erased unless and until your entire account with any of the Intermap websites is deleted, and even then we may retain, but will not continue to use for any purpose, some or all of your information on back-up files.

Employment Opportunities
The Company is committed to the principles of equal employment opportunity. Applicants are considered for all positions without regard to race, sex, color, religion, national origin, age, disability (so long as such disability can be reasonably accommodated) or any other status protected by applicable law.

E-mail
E-mail submissions over the Internet may not be secure. Please consider this fact before e-mailing any personal or confidential information.

Modifications
The Company reserves the right to modify the Web Site and the rules and regulations governing its use, at any time. Modifications will be posted on the Web Site, and users are deemed to be apprised of and bound by any changes to the Web Site. The Company may make changes in the products and/or services described in the Web Site at any time.

Violations and Additional Policies
The Company reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including the right to block access from a particular Internet address to the Web Site.

If you have any questions about this privacy statement, the practices of the Websites, or your dealings with the Websites, you can contact:

Intermap Technologies
8310 South Valley Highway, Suite 400
Englewood, CO 80112-5809
Attn: VP, Marketing
marketing@intermap.com

Intermap, Intermap Technologies, NEXTMap, AccuTerra, eyeTour and TerrainScapes are registered trademarks of Intermap Technologies Inc. The materials and content on this Site are our property, or the property of our licensors, and are protected by copyright, trademark and other intellectual property laws.