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Map Suite Geocode USA 2.0 Download Page

Map Suite Geocode USA 2.0

Publisher's Description:

Map Suite Geocode USA - Map Suite Geocode USA is a true .NET native geocoding and reverse geocoding component for the United States that comes with a highly-optimized dataset. It can convert U.S. addresses into latitude, longitude, county, elevation, time zone, and more.




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User License Agreement:

ThinkGeo, LLC SOFTWARE LICENSE AGREEMENT VERY IMPORTANT - READ CAREFULLY: This ThinkGeo LLC Software License Agreement (hereinafter, this "Agreement") is ...

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ThinkGeo, LLC
SOFTWARE LICENSE AGREEMENT

VERY IMPORTANT - READ CAREFULLY:

This ThinkGeo LLC Software License Agreement (hereinafter, this "Agreement") is a legal agreement between you, "LICENSEE" (either an individual or a single entity) and ThinkGeo LLC. ("ThinkGeo"), for the PRODUCTS identified on the web site, disk or CD-ROM enclosed with the package which contain computer software and associated media and printed materials, and may include "on-line" or electronic documentation and for which the CD-Key(s) are either provided on the back of the enclosed CD case or obtained through ThinkGeo or its authorized distributor.

IT IS NECESSARY FOR LICENSEE TO AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BEFORE LICENSEE IS PERMITTED TO CONTINUE TO INSTALL THE SOFTWARE. BY CHOOSING THE [I Agree] RADIO BUTTON, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT, LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT INCUDING THE WARRANTY DISCLAIMERS, LIMITATIONS ON LIABILITY AND TERMINATION PROVISIONS. All capitalized terms used herein and not otherwise defined are defined in section G.

If LICENSEE does not agree to the terms of this AGREEMENT click the [CANCEL] button and EXIT NOW. The installation process will be terminated. You will be entitled to a full refund of the amount paid for the PRODUCT provided you return the unused PRODUCT to the place from which you obtained it within thirty (30) days of the date of purchase, unless LICENSEE LICENSES ANY PART OF THE PRODUCT, IN WHICH CASE THE ENTIRE SALE IS FINAL.

A. LICENSEE'S RIGHTS, REPRESENTATIONS AND OBLIGATIONS.

1. ThinkGeo hereby grants and Licensee hereby accepts the nonexclusive, nontransferable, royalty free right and license, in accordance with the User Documentation and this Agreement and only in conjunction with the Computer System(s) to:

(a) use the PRODUCTS for internal business purposes;

(b) copy object code of a PRODUCT into any computer readable form for back-up purposes in support of Licensee's use of the PRODUCTS;

(c) distribute the PRODUCTS to Affiliate who have agreed to be bound by provisions substantially similar to those contained in this Agreement for their internal business purposes on the Computer Systems.

2. Use of the PRODUCTS, unless otherwise permitted in Amendment A, is restricted to the number of users and/or the number of production servers, and the Computer Systems which correspond to the machine class, if applicable, for which license fees have been paid.

3. Except as specifically permitted by this Agreement in Amendment A, Licensee shall not directly or indirectly (a) use any Confidential Information of ThinkGeo to create any computer software program or user documentation which is substantially similar to any PRODUCT; (b) reverse engineer, disassemble or decompile, or otherwise attempt to derive the source code for, any PRODUCT; (c) encumber, time-share, rent, or lease the rights granted by this Agreement; (d) copy, manufacture, adopt, create derivative works of, translate, localize, port or otherwise modify any PRODUCTS or other Confidential Information of ThinkGeo or grant anyone a license to engage in similar conduct; (e) use PRODUCT in, or on applications intended for use in on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or in medical, biological, pharmaceutical, or other life-dependent applications; or in the design, construction, operation or maintenance of any nuclear facility. ThinkGeo is not liable to licensee or any third party if PRODUCT is used by licensee or third party for any of the non-permitted uses as stated in (e) of this section. Licensee Results of any benchmark or other performance tests run on the PRODUCTS may not be disclosed to any third party without ThinkGeo's prior written consent.

4. Licensee does not have, and shall not claim that it has, any right in or to any of the PRODUCTS or the Confidential Information received from ThinkGeo other than as specifically granted by this Agreement. Licensee shall promptly notify ThinkGeo of any actual or suspected unauthorized use of the PRODUCTS or use or disclosure of the Confidential Information received from ThinkGeo, and shall provide reasonable assistance to ThinkGeo (at ThinkGeo's expense) in the investigation and prosecution of such unauthorized use or disclosure.

5. Licensee shall comply with the Export Laws, Licensee hereby assures
ThinkGeo that it will not export or re-export directly or indirectly (including via remote access) any part of the PRODUCT(s) or any Confidential Information to any country for which a validated license is required under the Export Laws without first obtaining a validated license. If at any time ThinkGeo determines that the laws of any country in the Territory are or become insufficient to protect ThinkGeo's intellectual or proprietary rights in the PRODUCTS, both parties will in good faith work with each other to protect ThinkGeo's intellectual or proprietary rights in that country.

6. Any PRODUCT and documentation which is provided to the United States of America, its agencies and/or the U.S. Government ("the Government") is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in 48 C.F.R. 2.101 (October 1995), consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as such terms are used in 48 C.F.R. 12.212 (September 1995) and in FAR Sections 52-227-14 and 52-227-19 or DFARS Section 52.227-7013 (C)(1)(ii), or their successors, as applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7204-4 (June 1995), or any successor regulations, this Software is provided to Government users pursuant to the terms and conditions herein. Manufacturer is ThinkGeo, LLC, 104 Wagon Wheel RD, Lawrence, KS 66049.

B. CONFIDENTIALITY.

1. Except for the specific rights granted by this Agreement, neither party shall use or disclose any Confidential Information of the other party. A party receiving Confidential Information from the other shall use the highest commercially reasonable degree of care to protect that Confidential Information, including ensuring that its employees with access to such Confidential Information have agreed in writing not to disclose the confidential Information have agreed in writing not to disclose the Confidential Information. Within 15 days of the request of the disclosing party, and in its sole discretion, the receiving party shall either return to the disclosing party originals and copies of any Confidential Information and all information, records and materials developed from them by the receiving party, or destroy the same. Either party may only disclose the general nature, but not the specific financial terms, of this Agreement without the prior consent of the other party, provided ThinkGeo may provide a copy of this Agreement to any financial institution in conjunction with a receivables financing transaction if such financial institution agrees to keep this Agreement confidential.

2. Notwithstanding the foregoing, nothing therein shall prevent a receiving party from disclosing all or part of the Confidential Information which is necessary to disclose pursuant to the lawful requirement of a governmental agency or when disclosure is required by operation of law, provided, however, that prior to any such disclosure, the receiving party shall use reasonable efforts to (a) promptly notify the disclosing party in writing of such requirements to disclose, and (b) cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a protective order.

3. Money or damages will not be an adequate remedy if this section B is breached and therefore, either party may, in addition to any other legal or equitable remedies, seek an injunction or similar equitable relief against such breach.

C. LIMITED WARRANTIES AND REMEDIES.

1. ThinkGeo warrants that (a) use of unmodified PRODUCTS, will not violate the intellectual property rights of any third party under U.S. patent copyright trademark or trade secret law of the United States; (b) it has full power and right to enter into this Agreement and (c) during the first 90 days from the date Licensee receives an unmodified PRODUCTS ("Warranty Period") manufactured by ThinkGeo, the media for those PRODUCTS will, under normal use, be free of defects in materials and workmanship and the Development PRODUCTS will substantially conform to the User Documentation.

2. EXCEPT FOR THESE EXPRESS LIMITED WARRANTIES, LICENSEE ACCEPTS THE PRODUCTS "AS IS," WITH NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THINKGEO MAKES NO WARRANTIES REGARDING THE APPLICATION(S) OR THE MEDIA OF THE PRODUCTS MANUFACTURED BY LICENSEE. Some jurisdictions do not allow limitations on how long an implied warranty last, so the above limitation may not apply to Licensee.

3. In the case of an alleged breach of sections C.1(a) or (b), ThinkGeo shall, at its expense, indemnify, defend, save and hold harmless Licensee from and against any claim, loss, expense or judgment (including reasonable attorney fees) provided (a) Licensee promptly gives ThinkGeo written notice of the claim; (b) Licensee provides all reasonable assistance at ThinkGeo's expense to defend against the claim; and (c) ThinkGeo has the right to control the defense or settlement of the claim provided that ThinkGeo does not enter into any settlement or compromise that imposes any obligation or liability upon Licensee without Licensee's prior written consent.

4. Licensee's sole remedy for ThinkGeo's breach of section C.1.(c) shall be that during the Warranty Period, ThinkGeo shall, in its sole discretion, provide modifications to keep the PRODUCTS in substantial conformance with the User Documentation, replace the PRODUCTS, or refund the license fees paid to ThinkGeo for the defective PRODUCTS.

5. (A) EXCEPT FOR A BREACH OF SECTION A.3 OR B.1 OR WITH RESPECT TO THINKGEO'S INDEMNITY OBLIGATION UNDER SECTION C.3, EACH PARTY'S LIABILITY TO THE OTHER OR ANY THIRD PARTY FOR A CLAIM OF ANY KIND RELATED TO THIS AGREEMENT, ANY PRODUCT OR ANY PRODUCT SERVICE, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE OF FEES PAID TO THINKGEO (IN THE CASE OF THINKGEO OR IN THE CASE OF LICENSEE) PAID OR OWED BY LICENSEE HEREUNDER FOR THE PRODUCT OR SERVICE INVOLVED IN THE CLAIM. (B) EXCEPT FOR A BREACH OF SECTION A.3 OR B.1, IN NO EVENT SHALL CONSEQUENTIAL DAMAGES APPLY (INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOST DATA, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may no apply to Licensee. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN 1 YEAR AFTER THE EVENTS WHICH GAVE RISE TO THE CAUSE OF ACTION OCCURRED.

6. Licensee shall, at its expense, indemnify defend, save and hold harmless ThinkGeo from any claim brought or filed by a third party against ThinkGeo solely due to any failure by Licensee, its employees or agents to act in accordance with the terms of this Agreement, provided (a) ThinkGeo promptly gives Licensee written notice of the claim; (b) ThinkGeo provides all reasonable assistance as Licensee's expense to defend against the claim; and (c) Licensee has the right to control the defense or settlement of the claim provided that Licensee does not enter into any settlement or compromise that imposes any obligation or liability upon ThinkGeo without ThinkGeo's prior written consent.

D. RECORDS, AUDITS AND PAYMENTS.

1. ThinkGeo will maintain an access log identifying who has access to the PRODUCT, which may be viewed by Licensee upon its written request. Licensee shall maintain complete and accurate records indicating where each PRODUCT has been installed and the number of users for each PRODUCT and, if applicable, the machine class ("Copy Records"). If Licensee has been granted manufacturing rights or Licensee's Territory extends beyond the United States and Canada, then within 10 business days of the end of every other month, Licensee shall deliver to ThinkGeo the Copy Records applicable to the prior two-month period, accompanied by any payment due to ThinkGeo relating to such Copy Records.

2. No more than once each year, at ThinkGeo's expense and with 5 days' prior written notice, ThinkGeo may appoint an independent auditor reasonably acceptable to Licensee, with such expense to be shared equally between ThinkGeo and Licensee, to audit all records of Licensee relating to this Agreement during Licensee's normal business hours. If an audit reveals that the amount which should have been paid to ThinkGeo is 5% or more greater than the amount reported by Licensee, Licensee shall pay the cost of the audit to ThinkGeo. Any shortfall uncovered as a result of an audit, as well as the cost of the audit, if required by the preceding sentence, shall be paid by Licensee to ThinkGeo within 30 days of the date ThinkGeo notifies Licensee that an amount is due.

3. Notwithstanding section D.2 above, if ThinkGeo reasonably suspects that Licensee has breached sections A.3., B.1. or D.1, ThinkGeo may audit Licensee's PRODUCT related activities upon 24 hours' notice.

4. Unless otherwise specified, Licensee shall pay to ThinkGeo a license fee for PRODUCTS ("License Fee") and fees for maintenance and support services at the price set forth in the Price List.

5. Licensee shall have the right to finance its payment obligations hereunder through financing arranged through a financing company reasonably satisfactory to ThinkGeo. Licensee's failure to obtain such financing, however, shall not defer or otherwise relive Licensee of such payment obligations.

6. Licensee shall pay any amounts owed to ThinkGeo on the date specified in and according to the terms of this Agreement and any applicable ThinkGeo Schedule. If a due date is not specified, the related payment shall be made by Licensee in accordance with ThinkGeo's invoice. If ThinkGeo reasonably determines that Licensee's credit rating does not support "net-30" terms, Licensee shall prepay all fees. Each party is solely responsible for its own expenses incurred in the performance of this Agreement. If Licensee fails to make any payment when due, ThinkGeo may suspend delivery of PRODUCTS or services until the past due payment is made. Any payment which falls due on a weekend or public holiday shall be due on the business day immediately preceding the weekend day or public holiday.

7. If a receiver or other liquidating officer is appointed for substantially all of the assets or business of Licensee, if Licensee makes an assignment for the benefit of creditors, if Licensee becomes insolvent or bankrupt or the rights or interest of Licensee under this Agreement become an asset under any bankruptcy, insolvency or reorganization proceeding, then Licensee must prepay all fees, and this Agreement and any ThinkGeo Schedules shall be governed by the then current, applicable bankruptcy and insolvency laws.

8. Payments shall be in United States dollars. Any overdue amount shall bear interest at the maximum rate allowed by law. Costs of conversion, outside collection and related bank charges shall be paid by Licensee. Licensee shall be responsible for all taxes, tariffs and transportation costs related to this Agreement (including any value added or sales taxes) other than taxes on ThinkGeo's income. All shipments by ThinkGeo shall be F.O.B. origin.

E. TERMINATION.

1. This Agreement shall be effective until terminated. This Agreement shall terminate: (a) for cause or for failure to pay any amount when due, upon 30 days prior written notice by either party to the other, unless the cause is susceptible of being and is cured within the 30 day notice period; or (b) immediately upon written notice to Licensee in the event Licensee breaches section A.3. The date termination becomes effective is called the "Termination Date." Termination of this Agreement terminates all ThinkGeo Schedules.

2. (a) If this Agreement is terminated because of a breach of section A.3, all rights granted under this Agreement will terminate. (b) If this Agreement is terminated for any other reason, all rights granted under this Agreement will terminate, except for Licensee's continued right to use PRODUCTS for which the license fees have been paid to ThinkGeo. Use after the Termination Date shall be subject to those provisions of this Agreement which survive termination.

3. Subject to section E.2.(b), within 30 days of the Termination Date, all PRODUCTS, related materials and Confidential Information in Licensee's possession or control shall be returned to ThinkGeo or, upon ThinkGeo's written request, destroyed by Licensee.

4. If Licensee's breach is the cause of termination, no additional PRODUCT shall be provided to Licensee on account of any remaining balance of any prepayment and such amount shall be retained by ThinkGeo.

5. Sections A.3, 4. (first sentence only), and 5.; B; C; D. (for a two (2) year period following termination); E; and F5. and 7, will survive any termination of this Agreement.


F. GENERAL PROVISIONS.

1. ThinkGeo and Licensee are independent contractors and will so represent themselves in all regard. Neither party may bind the other in any way.

2. Licensee may not assign this Agreement without the prior written consent of ThinkGeo, which consent will not be unreasonably withheld. Notwithstanding the foregoing, Licensee may assign its rights under this Agreement to an acquirer of all or substantially all of its stock, assets or business or by operation of law resulting from a reincorporation of Licensee without ThinkGeo's consent provided such entity agrees in writing to be bound by the provisions of this Agreement and further provided that such entity is not a direct competitor of ThinkGeo. Any purported assignment in contravention of this section is null and void. A transfer of a controlling interest in the equity of Licensee shall be deemed an assignment for purposes of this subsection. Subject to the foregoing, this Agreement will bind and inure to the benefit of any successors or assign.

3. Neither party will be responsible for failure of performance, other than for an obligation to pay money, due to causes beyond its control, including, without limitation, acts of God or nature; labor disputes; sovereign acts of any federal, state or foreign government or shortage of materials.

4. Notices will be delivered to a party's address stated in the signature block of this Agreement, or to another address which a party properly notified the other that notices should be sent.

5. This Agreement is the complete and exclusive statement of the parties to this Agreement on these subjects, and supersedes all prior written or oral proposals and understandings relating thereto, including the End User Agreement with the downloadable version of the PRODUCT. This Agreement may only be modified by a writing signed by an officer of ThinkGeo and an authorized representative of Licensee. This Agreement takes precedence over any purchase order issued by Licensee, which is accepted by ThinkGeo for administrative convenience only. If any court of competent jurisdiction determines that any provision of this Agreement is invalid, the remainder of the Agreement will continue in full force and effect. The offending provision shall be interpreted to whatever extent possible to give effect to its stated intent.

6. Failure to require performance of any provision or waiver of a breach of a provision does not waive a party's right to subsequently require full and proper performance of that provision. Singular terms will be construed as plural, and vice versa. Section headings are for convenience only and will not be considered part of this Agreement.

7. This Agreement is governed by the laws of the State of Kansas, without giving effect to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Each party submits to the jurisdiction of the appropriate state or federal courts in Kansas. ThinkGeo may seek to specifically enforce or prevent a breach of any term of this Agreement in the appropriate courts of any state or country in which the PRODUCTS are deployed by Licensee or in which
Licensee maintains an office. The prevailing party in any suit under this Agreement shall recover all costs, expenses and reasonable attorney fees incurred in such action. Nothing in this Agreement will be deemed a waiver by either party of any and all available legal or equitable remedies.

8. ThinkGeo agrees to add Licensee's name to the ThinkGeo Licensee list respecting ThinkGeo's standard source code escrow agent, National Software Escrow, Inc. This procedure will provide Licensee with the source code to Payment PRODUCTS on restricted basis as described below. Such copy will be placed in escrow and updated at ThinkGeo's expense and made available to Licensee on a restricted basis for use only in connection with Licensee's internal maintenance and support purposes. Licensee shall obtain said source code pursuant to the terms and conditions of the ThinkGeo Software Deposit Agreements with National Software Escrow, Inc. as amended from time to time, and Licensee agrees to execute and return the "Licensee of Record Acceptance" form upon receipt by National Software Escrow, Inc. Licensee shall pay the then current applicable source code license fee for its use of the source code.

G. DEFINITIONS.

"Affiliate" means any person, corporation or other entity which, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with another person, corporation or entity.

"Computer Systems" means the computer systems on which ThinkGeo has made the PRODUCTS available.

"Confidential Information" means ThinkGeo pricing or information concerning new ThinkGeo PRODUCTS, trade secrets and other property rights; and any business, marketing or technical information disclosed by ThinkGeo or Licensee in relation to this Agreement and identified in writing as confidential by, or proprietary to, the disclosing party. Confidential Information does not include information (a) already in the possession of the receiving party without an obligation of confidentiality, (b) hereafter rightfully furnished to the receiving party by a third party without a breach of any separate nondisclosure obligation, (c) publicly available without breach of this Agreement (i.e., information in the public domain), (d) furnished by the disclosing party to a third party without restriction on subsequent disclosure, or (e) independently developed by the receiving party without reliance on the Confidential Information.

"Development PRODUCT" means the standard proprietary ThinkGeo computer software packages made available by ThinkGeo, which include the object code form of the computer programs, User Documentation and an End User Agreement.

"Effective Date" means the date reflected in the signature block of this Agreement.

"End User" means, as appropriate, either Licensee or any third party individual, business or governmental entity which acquires one or more copies of the PRODUCTS for personal or internal business use, and not for transfer to others.

"End User Agreement" means the standard ThinkGeo agreement accompanying each copy of the PRODUCTS which specifies the terms and conditions by which an End User may use the PRODUCTS.

"Export Laws" means all laws, administrative regulations, and executive orders of any applicable jurisdiction relating to the control of imports and exports of commodities and technical data, including, without limitation, the Export Administration. Regulations of the U.S. Department of Commerce, the International Traffic in Arms Regulations of the U.S. Department of Commerce, the International Traffic in Arms Regulations of the U.S. Department of State, and the Enhanced Proliferation Control Initiative.

"ThinkGeo Schedule" means a form containing additional terms and connections of this Agreement which is (i) attached to this Agreement or, (ii) when placed after the Effective Date, refers to this Agreement and initialed by Licensee.

"New PRODUCT" means a release and any associated User Documentation which ThinkGeo in its sole discretion designates as a New PRODUCT is made available by ThinkGeo; and is marketed by ThinkGeo as a New PRODUCT even if it is capable of being integrated with a PRODUCT.

"Price List" means the ThinkGeo price list, in effect at the time Licensee orders PRODUCTS from ThinkGeo. The price of PRODUCTS deployed shall be as set forth in the Price List.

"PRODUCT" means, as applicable, the Development PRODUCTS, the Runtime products or all such products as ThinkGeo makes available.

"Runtime PRODUCT" means a portion of the Development PRODUCT which is composed of various modules and libraries made available by ThinkGeo as either runtime files or files which are included only in a linked form. Runtime PRODUCTS include an End User Agreement but do not include User Documentation.

"Schedule Effective Date": means the date reflected on the front of a ThinkGeo Schedule.

"User" as defined in the Price List, and as of the Effective Date, means for User-based PRODUCTS, the maximum number of concurrent Users at any one instance in time. Using this definition, ThinkGeo counts a batch process or an individual as one User. However, when an individual has multiple connections to a User-based PRODUCT, ThinkGeo counts these connections as multiple Users. When customers use a multiplexing front end, such as a transaction manager, to reduce the number of direct connections to the database, ThinkGeo counts the number of front-end connections as Users, rather than counting the smaller number of backend connections.

"User Documentation" means the ThinkGeo user manual(s) and other written materials on proper installation and use of, and which are normally distributed with, the software portion of the PRODUCTS.


IN WITNESS WHEREOF ThinkGeo and Licensee, intending to be legally bound by the terms of this Agreement, have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

AMENDMENT A

LICENSE RIGHTS

PRODUCT
A. Provided licensee has purchased a license to the PRODUCT, licensee may make modifications, enhancements, derivative works and/or extensions to that licensed PRODUCT provided to licensee under the terms set forth in this amendment.
* While ThinkGeo does not claim any ownership rights in applications, frameworks or components developed using the PRODUCT, in the event licensee develops any modifications, enhancements, derivative works and/or extensions to the licensed PRODUCT, either independently or jointly with ThinkGeo, such modifications, enhancements, derivative works and/or extensions and all rights associated therewith will be the exclusive property of ThinkGeo. Licensee will not grant, either expressly or impliedly, any rights, title, interest, or licenses to any such modifications, enhancements, derivative works and/or extensions to any third party. Licensee will, however, be entitled to use such modifications, enhancements, derivative works and/or extensions under the terms set forth in this agreement. Licensee hereby assigns all right, title and interest in and to such modifications, enhancements, derivative works and/or extensions to the licensed PRODUCT to ThinkGeo. Licensee also agrees to execute, acknowledge and deliver to ThinkGeo all documents and adhere to all of ThinkGeo's requests (at ThinkGeo's expense) in order to enable ThinkGeo to obtain and secure all such modifications, enhancements, derivative works and/or extensions. Licensee agrees to secure all necessary rights and obligations from relevant employees, or third parties in order to satisfy the above obligations.
* Licensee may not distribute the ThinkGeo PRODUCT, or any modification, enhancement, derivative work and/or extension thereto, in PRODUCT form.
* The PRODUCT contained herein and in related files is provided to the registered developer for the sole purposes of education and troubleshooting. Under no circumstances may any portion of the PRODUCT be distributed, disclosed or otherwise made available to any third party without the express, prior written consent of ThinkGeo.
* Under no circumstances may the PRODUCT be used in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as any ThinkGeo PRODUCT. Licensee will not take any action, or assist or otherwise aid anyone else in taking any action that would limit ThinkGeo's independent development, sale, assignment, licensing or use of licensee's own software or any modification, enhancement, derivative work and/or extension thereto.
* Licensee will not modify or delete, in whole or part, any copyright, trade secret, proprietary, confidential or other notice thereon or therein without the express, prior written consent of ThinkGeo.
* LICENSEE UNDERSTANDS AND ACKNOWLEDGE THAT PRODUCT IS LICENSED AS IS, AND THAT THINKGEO DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR PRODUCT.
REDISTRIBUTABLE COMPONENTS
A. In addition to the license and rights granted in this amendment, ThinkGeo grants licensee the right to use the presentation layer framework portion (presentation layer framework is defined as the component's GUI interface and programmatic API and referred to as "PLF", but excludes the "ILabeler" API any other APIs that begin with "IExtend") of the PRODUCT which is either on disk, CD-ROM or electronic format (collectively "PLF") provided:
* Licensee may use the PLF to create its own components, as long as, it is NOT the basis for creating a product that provides the same, or substantially the same, functionality as any ThinkGeo PRODUCT; and
* In the event licensee develops any modifications, enhancements, derivative works and/or extensions to the PLF, either independently or jointly with ThinkGeo, such modifications, enhancements, derivative works and/or extensions and all rights associated therewith will be the exclusive property of ThinkGeo. Licensee will not grant, either expressly or impliedly, any rights, title, interest, or licenses to any such modifications, enhancements, derivative works and/or extensions to any third party. Licensee will, however, be entitled to use such modifications, enhancements, derivative works and/or extensions under the terms set forth in this agreement. Licensee hereby assigns all right, title and interest in and to such modifications, enhancements, derivative works and/or extensions to the PLF to ThinkGeo. Licensee also agrees to execute, acknowledge and deliver to ThinkGeo all documents and adhere to all of ThinkGeo's requests (at ThinkGeo's expense) in order to enable ThinkGeo to obtain and secure all such modifications, enhancements, derivative works and/or extensions. Licensee agrees to secure all necessary rights and obligations from relevant employees, or third parties in order to satisfy the above obligations.
B. In addition to the license and rights granted in this amendment, ThinkGeo grants licensee a nonexclusive, royalty-free right to reproduce and distribute the object code version of those portions of the PRODUCT designated in the PRODUCT as (i) those portions of the PRODUCT which are identified in the documentation as the DLL Controls; (ii) those portions of the PRODUCT which are identified in the documentation as REDISTRIBUTABLE DLLs ("DLLs") (collectively the "REDISTRIBUTABLES"); provided:
* licensee distributes the REDISTRIBUTABLES in object code form only in conjunction with and as part of licensee's software application product which adds significant and primary functionality;
* licensee does not use ThinkGeo's name, logo or trademarks to market licensee's software application product;
* licensee includes a valid copyright notice on licensee's product; and
C. In addition to the other requirements set forth in this amendment, licensee hereby agree to indemnify, hold harmless, and defend ThinkGeo from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising from or related to any claim, action, proceeding or allegation that arises or results, either directly or indirectly, from the use and distribution of any of licensee's software application product(s) or components.

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