END USER LICENSE AGREEMENT
ARTICLE 1: INTRODUCTION
This END USER LICENSE AGREEMENT (“EULA”) is a legal agreement between you (“you” or “User”) and Thomas and Hutton Corporation dba geothinQ and its affiliates including but not limited to the licensors of any of the geothinQ Software as defined herein (“geothinQ”) governing the license and use of the geographic land mapping and data visualization software for the purpose of land analysis (the “geothinQ Software”) which you may download and access and which enables the delivery of certain content related to land (“Services”) (collectively, the Software and Services shall be referred to as the “geothinQ Property”) and made available for license on this website, www.geothinq.com (the “Website”).
Unless you are accessing a publicly available map through the Website, you have chosen and paid for a certain level of access to the geothinQ Property. If you signed up for a license on the Website, these specific details are accessible via the Website with your login information. If you signed a license through a geothinQ representative, your level of access and payment details will be set forth in the agreement you signed. These details are a part of this agreement and are defined as “Your Account.” You may change your level of access at any time by accessing your online account or contacting a geothinQ representative so long as payment, when necessary, is made. The definition of “Your Account” will include any and all such changes to the access and payment details regarding the geothinQ Property made by you or geothinQ.
All use by you of the geothinQ Property is governed by this EULA, any prior agreements signed by you with geothinQ and/or Your Account.
Please read the EULA carefully, because it is a legal contract and imposes obligations on you as a user of the geothinQ Property.
BY CLICKING THE “I ACCEPT” BOX, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, CAPABLE OF ENTERING INTO A BINDING LEGAL AGREEMENT AND THAT YOU WILL BE BOUND BY THIS EULA, AND YOU SIGNIFY YOUR CONSENT TO THE LICENSE GRANTS CONTAINED HEREIN AS WELL AS THE TERMS AND CONDITIONS OF THIS EULA.
For purposes of this EULA, the “Effective Date” shall mean the date on which you first accepted this EULA by clicking the “I Accept” box.
ARTICLE 2: USER LICENSE
2.1 User License. geothinQ grants User the limited, non-transferable, and revocable, in geothinQ’s discretion, right to use the geothinQ Property on the terms and conditions set forth herein for the limited purposes of downloading, accessing and interacting with the geothinQ Property to acquire data and information to evaluate the topography, ownership, and location of real estate or other internal business purpose and for copying, reproducing, transmitting and otherwise using the data and maps in furtherance of this limited purpose. Any other use of the geothinQ Property is strictly prohibited.
2.2 Ownership. User acknowledges that nothing herein gives it any right, title, or interest in the geothinQ Property except for those explicitly set forth in this Section. User shall not contest or challenge the validity of any part of the geothinQ Property. All content accessible by means of the geothinQ Property (the “Content”) is owned and provided by third parties to geothinQ for delivery to you and may be protected by various copyrights and/or other proprietary rights owned by such third parties.
2.3 Number of Licenses. User may purchase as many licenses as needed for its business. The purchase of one license allows User access to the Website from a single IP address associated with one desktop and one mobile device concurrently. At no time shall a user be permitted to access the Website from more than one desktop device or more than one mobile device at the same time. Each license is unique to one individual and cannot be shared with other individuals. The amount of licenses you own is set forth in Your Account.
2.4 Payment. User shall pay geothinQ for each license for the amount and term set forth in Your Account. Payment terms may be modified by geothinQ by notifying User of the change in writing prior to the beginning of the next term. Failure to make timely payments can result in loss of access to the geothinQ Property and/or termination of this Agreement.
2.5 Scope of License. geothinQ offers various levels of access to the geothinQ Property and each level is priced accordingly. User’s access level is set forth in Your Account.
2.6 Use Restrictions. You acknowledge and agree that you may not (i) reproduce the geothinQ Property, or any portion thereof, in any way or in any format now known or hereafter developed other than making copies of the Content for internal business purposes; (ii) provide any other person with access to the geothinQ Property not expressly allowed in this EULA or by geothinQ in writing; (iii) sublicense the use of the geothinQ Property; (iv) make derivative works from the geothinQ Property; (v) resell, relicense, or redistribute the geothinQ Property or any portion thereof, in any way or in any format now known or hereafter developed; (vi) attempt to, or encourage or assist any other person to, circumvent or modify any security technology or software that is part of the geothinQ Property or used to administer these use restrictions; (vii) use the geothinQ Property in any way that would cause it to constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. or similar statute; or (viii) use the geothinQ Property in any manner other than set forth herein. User shall not directly or indirectly modify, translate, decompile, create or attempt to create, by reverse engineering or otherwise, the object or source code of the geothinQ Software. User acknowledges that it will only be permitted to utilize the geothinQ Software for its intended purpose and access the geothinQ Property through platforms designated by geothinQ from time to time. You may not export more than 10,000 points of interest in one calendar year. Violation of this requirement will result in immediate termination of this Agreement. While the geothinQ Property should not allow you to do so, you may not create a workaround and access or export data elements relating to more than 1,000 parcels at one time nor more than 100 points of interest at one time. You may export all data layers in PDF format. In accordance with restrictions integrated in the geothinQ Property, parcel data and points of interest data relating to geography may be exported also in KML format. Parcel data attributes and points of interest data attributes (excluding latitude and longitude) may be exported in CSV format. You are expressly prohibited from exporting parcel data and points of interest data in SHP format and DWG format and you are expressly prohibited from exporting transmission lines, substations and electric service territories in any format other than PDF.
2.7 Ownership Representation. You represent that you are not one of the following entities, their affiliates or subsidiaries, nor their successors in interest: Acxiom, America Online, Inc. (AOL), Black Knight, CBCInnovis, CD-Data, Collateral Analytics, Costar Group, Courthouse Retrieval System Inc., Data Solutions, Datamyx, Data Verify, Digital Map Products, Digital Risk, Experian, Equifax, Fair Isaac Corporation, Fidelity National Financial (FNF), Fidelity National Information Services (FNIS), Fidelity National Insurance Company, Fidelity National Title Group, First American Financial Corporation, First Data Solutions, FiServ, FNC, Google, Haines, InfoUSA, Insurance Service Office (ISO), International Data Management (IDM), Interthinx, iPlace, ISGN, Land America, Lender Processing Services, Lending Tree, Lexis/Nexis, MacDonald-Detweiler, Maponics, MasterFiles, Merlin Data, Microsoft, Myriad Development, National Data Cooperative, National Information Services, New Reach, Onboard Informatics, Real Ingo, Real Net, Rentwood RealtyTrac LLC, RJ Peters, Sedgwick CMS, Stewart Information Services Corporation, SW Financial, TPG Capital, Thompson-West Group, TransUnion, Verisk, Veros, Yahoo!, Zaio and Zillow.
ARTICLE 3: CHANGES
geothinQ reserves the right, in its sole discretion, and from time to time, to change the format or content of the geothinQ Property or update, modify or enhance the geothinQ Property whether or not such changes, updates, modifications or enhancements would require changes to User’s equipment or computer systems.
ARTICLE 4: TRANSFER
No transfer of any right or interest of User under this Agreement, in whole or in part (whether voluntarily or by operation of law), directly, indirectly or contingently, shall be permitted without the prior written consent of geothinQ unless it has been reassigned by a former User to a new User who has replaced the former User’s position. geothinQ may assign this Agreement without the consent of User.
ARTICLE 5: ACCOUNT INFORMATION AND DATA
geothinQ does not own any data, information, or material (“Your Data”) that you submit to the Service in the course of using the Service. You, not geothinQ, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Your Data, and geothinQ shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Data. geothinQ will not use Your Data for any purpose other than its internal business purposes. In the event this Agreement is terminated (other than by reason of User’s breach), geothinQ will make available to you a file of Your Data within 30 days of termination if so requested at the time of termination. geothinQ reserves the right to withhold, remove and/or discard Your Data without notice for any breach, including, without limitation, non-payment. Upon termination for cause, your right to access or use Your Data immediately ceases, and geothinQ will have no obligation to maintain or forward any of Your Data.
ARTICLE 6: LOGO
On sites that link to geothinQ’s Website, a geothinQ logo must be included at the bottom right corner of all pages from the use of the Service. This logo must also link to the Website. You agree not to tamper with the logo and display the logo in all documents emanating from geothinQ. geothinQ is a trademark owned by geothinQ. All other trademarks which may appear in the geothinQ Property are property of their respective owners. This Agreement does not grant you the right to use these trademarks except as set forth in this Agreement. You may not contest the ownership or validity of any trademarks appearing in the geothinQ Property.
ARTICLE 7: DISCLAIMER OF WARRANTIES AND LIABILITY
7.1 General Disclaimer. geothinQ is making the geothinQ Property available to you on an “as is” and “as available” basis and you agree that your use of the geothinQ Property is at your own risk.
7.2 Warranty Disclaimer. GEOTHINQ DISCLAIMS ALL WARRANTIES THAT RELATE IN ANY WAY TO THE GEOTHINQ PROPERTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, AVAILABILITY, ACCURACY, ADEQUACY, QUIET ENJOYMENT, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
7.3 Limitation of Liability. UNDER NO CIRCUMSTANCES WILL GEOTHINQ BE LIABLE FOR ANY DAMAGE CAUSED BY YOUR USE OF THE GEOTHINQ PROPERTY. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL GEOTHINQ OR ITS EMPLOYEES BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR USE OR MISUSE OF, OR THE INABILITY TO USE THE GEOTHINQ PROPERTY EVEN IF GEOTHINQ OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL GEOTHINQ BE LIABLE FOR ANY DAMAGE CAUSED BY YOUR USE OF OR ACCESS TO THE GEOTHINQ PROPERTY. IN NO EVENT SHALL GEOTHINQ’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING UNDER OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE GEOTHINQ PROPERTY EXCEED THE AMOUNT PAID BY YOU IN THE PRECEDING TWELVE MONTHS TO GEOTHINQ FOR THE SOFTWARE. THIS ALLOCATION IS REFLECTED IN THE ECONOMIC TERMS OF THIS AGREEMENT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE INDEPENDENT OF, AND SHALL SURVIVE THE FAILURE OF, ANY OTHER PROVISION IN THIS AGREEMENT (INCLUDING EXCLUSIVE REMEDIES).
7.4 Errors; Accuracy; Security. Though geothinQ uses reasonable efforts to ensure otherwise, the geothinQ Property may contain errors or other inaccuracies and may not be complete, accurate, or current. geothinQ does not guarantee, represent, or warrant that (i) the geothinQ will be error-free, accurate, or current, or (ii) your use of the geothinQ Property will be uninterrupted, error-free, or free from loss corruption, attack, viruses, interference, hacking, or other security intrusion, and geothinQ disclaims any liability relating thereto. User agrees that from time to time geothinQ may remove or disable access to the geothinQ Property for indefinite periods of time, or cancel the geothinQ Property, or any portion thereof, at any time, without notice to User.
7.5 Good Faith Notification of Access Breach. If User’s access to the Website has been compromised, User agrees to notify geothinQ of the breach.
7.6 User’s Reliance on Content Accuracy. User understands and acknowledges that the Content is derived from sources which are not updated on a daily basis. Some of the Content is updated on a quarterly basis and other parts of the Content could be updated on a biennial basis or longer. Consequently, you understand and acknowledge that you should consult the appropriate professionals to confirm or deny the accuracy of the information contained in the Content and should not rely exclusively on the information contained in the Content. You agree and acknowledge that you will rely on professionals to evaluate the subject property through appraisals, title searches, and physical inspections and that the Content cannot substitute for this professional advice.
ARTICLE 8: TERM
8.1 Term. This EULA shall remain in effect for a period of one (1) month, one (1) quarter, or one (1) year from the Effective Date in accordance with User’s specific license of the geothinQ Property set forth in Your Account.
8.2 Termination. If you fail, or if geothinQ has reason to suspect that you have failed, to comply with any of the provisions of this Agreement, any other agreement you may have signed with geothinQ and Your Account, including but not limited to your payment obligations or the usage restrictions on the geothinQ Property, geothinQ may, in its sole discretion, with or without notification to you, terminate this Agreement and disable your access to the Website. User may terminate this Agreement by notifying geothinQ fifteen (15) days prior to the end of the term.
ARTICLE 9: INDEMNITY
User shall defend, indemnify, and hold harmless geothinQ and its employees and agents, from and against any and all suits, proceedings, claims, losses, and damages (including reasonable attorneys’ fees) related to: (i) any breach by User of this EULA, (ii) any claim by a third party that arises from User’s use or misuse of the geothinQ Property, and (iii) any claim by a third party that arises from the use or misuse of Your Data.
ARTICLE 10: CONFIDENTIALITY
10.1 Definition. “Confidential Information” shall mean any information, written or verbal, owned by geothinQ, its licensors and others related to its confidential or proprietary matters including, without limitation, all information related to inventions, processes, algorithms, software schematics, code and source documents, data, formulas, trade secrets, technical data and know-how, customer lists, pricing, pricing policies, operational methods, accounting and financial information and materials, marketing information, and other business affairs. Confidential Information also includes usernames, passwords, or registration information received from geothinQ.
10.2 Obligation of Confidence. You shall: (a) maintain the Confidential Information in strict confidence and take all reasonable steps to prevent its disclosure to third parties; (b) use at least the same degree of care as you use in maintaining the secrecy of your own Confidential Information (but no less than a reasonable degree of care); and (c) prevent the removal of any proprietary, confidential, or copyright notices placed on the Confidential Information. You may use the Confidential Information only in connection with the geothinQ Property. You shall not, at any time, make any use of the Confidential Information for any other purpose. You shall keep the Confidential Information confidential at all times and shall not disclose the Confidential Information to any person including your employees except to your employees, representatives, advisors, and agents who have a need to know such information in connection with assisting you with the geothinQ Property and who are required to keep such information confidential. You shall not acquire any rights, title, or ownership to the Confidential Information, except the limited rights to use it as described in this Agreement. Your obligations to maintain the confidentiality of the Confidential Information shall continue until the end of the Agreement.
10.3 Termination. Upon termination of this Agreement, you must cease use of Confidential Information and return or destroy it. You shall not use the Confidential Information other than in the course of the activities permitted hereunder.
ARTICLE 11: MISCELLANEOUS
Nothing herein shall be construed or deemed to create a joint venture, contract of employment, or partnership between the parties. This Agreement, along with any other agreement you may have signed with geothinQ and Your Account, contains the complete expression of the agreement between the parties with respect to the matters addressed herein and there are no promises, representations, or inducements except as herein provided. geothinQ reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this EULA and to impose new or additional rules, policies, terms, or conditions on User’s use of the geothinQ Property. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively, the “Additional Terms”) will be effective immediately and incorporated into this EULA. User’s continued use of the geothinQ Property following the addition of Additional Terms will be deemed to constitute User’s acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this EULA by this reference. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto. Failure by geothinQ to enforce at any time or for any period of time any provision or right hereunder shall not constitute a waiver of such provision or of the right of such party thereafter to enforce each and every such provision. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Georgia. Chatham County, Georgia, shall be the only proper place of venue for all suits arising from or related to this Agreement, and any legal proceedings to enforce the provisions hereof shall be brought in the federal or state courts located in Chatham County, Georgia.