Printable Format: LP360 End User License Agreement (PDF)
IMPORTANT—READ CAREFULLY: This End User License Agreement (“Agreement” or “EULA”) governs the
relationship between GeoCue Group (“GeoCue”) and the individuals, businesses, and organizations that
install or use the Software (defined below). The installers and users of the Software will be referred to as “Licensee”,
“You”, “you”, “your” or “YOU.” YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY
INSTALLING OR USING THE SOFTWARE. IF YOU DO NOT AGREE, THEN DO NOT INSTALL OR USE THE
- Grant of Software License. In consideration of Licensee’s agreement hereto, compliance herewith, and purchase
of LP360 software (“Software”), GeoCue hereby grants Licensee a non-exclusive, non-transferable, limited, and
perpetual license (“License”) to use the Software solely for Licensee’s data processing and analysis operations in
accordance with the terms of this EULA. Licensee shall not use the Software for third party training, commercial
time sharing, rental (including but not limited to any use under a software-as-a-service arrangement), service
bureau use, affiliate use, or any other use that violates the terms of this EULA. The Software is in “use” on a
computer when it is loaded into temporary memory (i.e., RAM) or installed into permanent memory (e.g., hard
disk, CD-ROM, or other storage device) of that computer. License shall be one of the following types:
- “Machine license” means a license is dedicated to the computer hardware and operating system on which the
Software is loaded (“Designated System”), and on the Designated System a single instance of the Software is
only used by a single individual user at any one time.
- “Floating license” means a license that permits execution of the Software on any computer on the network. The
number of simultaneous/concurrent users and/or executing software instances may be controlled by a License
Manager to access and use the Software.
- Grant of Documentation License. GeoCue hereby grants You a non-exclusive, non-transferable limited and perpetual license to use the documentation that accompanies the Software solely for Your use in exercising the license granted in Section 1.
- Additional Software/Upgrades. Unless accompanied by separate terms at the time of issuance, this Agreement applies to updates, supplements, or add-on components of the Software that GeoCue provides to You after the date You obtain the initial copy of the Software. GeoCue has no obligation to add new functionality or features. GeoCue may condition Your ability to download, install, copy, or use updates, supplements, and add-on components on Your confirmation of the terms of this Agreement or Your agreement to be bound by a newer version of this Agreement. You must first be licensed for the Software before being provided with any upgrades. After installing an upgrade, You may no longer use any earlier version of the Software.
- Title and Proprietary Information. The Software is protected by copyright and other laws relating to protection of intellectual property and is licensed, not sold. GeoCue (and any of its third party licensors) retains all rights, title and interest to the Software not expressly granted to You under this Agreement. You may make a reasonable number of internal back-up or archival copies of the Software. You acknowledge that the Software was developed by GeoCue at great expense and contains valuable intellectual property of GeoCue. You agree:
You agree that violation of the above terms would cause substantial and irreparable harm and damage to GeoCue that may be difficult to measure in money damages. Therefore, You agree that GeoCue may enjoin Your unauthorized use of the Software without notice or bond.
- to preserve the confidential nature of GeoCue's trade secrets and the proprietary information contained in the Software;
- not to disassemble, reverse compile or reverse engineer the Software or any data files created or used by the Software or take any action in order to derive a source code equivalent of the Software;
- not to copy, duplicate, swap, rent, sublicense, transfer, sell, upload, download, display or offer the Software or any portion of the Software to any third parties in any medium whatsoever in violation of this Agreement nor permit any third party to do any of the foregoing;
- not to modify the Software; and
- not to remove, destroy, deface or alter any legends, notices, statements, or marks indicating GeoCue's ownership or restrictions that are displayed on any screens or printouts.
- Maintenance and Support. GeoCue will provide maintenance and support of the Software to You only if You have contracted for those services and paid all maintenance and support fees. GeoCue will provide limited technical assistance only.
- Limited Warranty. GeoCue warrants that the Software will perform in substantial accordance with the accompanying specifications for a period of 90 days from the date of Your receipt. EXCEPT FOR THE FOREGOING WARRANTY, QCOHERENT IS DISTRIBUTING THE LICENSED SOFTWARE "AS IS", WITH NO OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GeoCue does not warrant that the Software (a) will run uninterrupted or error free, (b) contains no defects, (c) will meet your requirements, or (d) be compatible or operate in any combination with your data or other software programs that you may use. TO THE MAXIMUM EXTENT PERMITTED BY ALL APPLICABLE LAWS, QCOHERENT AND ITS LICENSORS DISCLAIM ANY OTHER WARRANTIES. If an implied warranty or condition is created by the laws of Your jurisdiction, then this warranty will be extended solely to the minimum amount and for the minimum time required by law. THIS WARRANTY PROVIDES YOU WITH SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER LEGAL RIGHTS WHICH VARY BY JURISDICTION. GeoCue's distribution of any upgrade or updates will not create any additional warranties or rights under this Agreement. This limited warranty is void if the Software's failure to operate to the specifications resulted from accident, abuse, misapplication, abnormal use, or a virus.
- Limitation of Liability. In no event will GeoCue be liable for any indirect, special, incidental, punitive, or consequential damages, including, but not limited to, loss of profits and/or loss of business, arising out of or resulting from use of the Software or its failure to meet the terms of the limited warranty, even if GeoCue has been advised of the possibility of such damages. GeoCue's entire liability and Your exclusive remedy for any breach of the limited warranty or for GeoCue's other breach of this Agreement will be either: (a) the return of the amount You paid (if any) for the Software; or (b) repair or replacement of the Software to make it operate as provided in the limited warranty. GeoCue reserves the right to select one of the two preceding remedies in its sole discretion. Any replacement Software will be warranted for the remainder of the original warranty period or 30 days, whichever is longer, and GeoCue will use commercially reasonable efforts to provide a remedy within a commercially reasonable time of Your compliance with GeoCue's warranty remedy procedures. To exercise your remedy, contact GeoCue at the above address. Some jurisdictions do not permit certain limitations of liability and You may have other rights.
- Indemnification by GeoCue. GeoCue represents that, to the best of its knowledge and belief, the Software will not infringe upon or violate any copyright, trademark, trade secret, license, or other proprietary right of any third party. GeoCue will defend or settle, at its own expense, any such claim made by a third party against You provided that: (a) the Software is used within the scope of this Agreement; (b) You have promptly notified GeoCue in writing after receiving notice of any such claim of infringement; (c) You grant to GeoCue sole control of the defense of any action and all negotiations for its settlement; and (d) You provide reasonable assistance to GeoCue in GeoCue's efforts to defend or settle any such claims. GeoCue will not be liable for any legal costs or expenditures incurred by You. If any injunction or order is obtained against You because of Your use of the Software in accordance with this Agreement and by reason of the allegations of infringement, GeoCue will use its best efforts to provide one of the following remedies: (i) procure You an interim right to continue using the allegedly infringing Software; or (ii) modify or replace the Software with a compatible, functionally equivalent, non-infringing product; or (iii) remove the Software and issue You a credit based upon the fees paid for the Software pro rated over a 36 month period from the original date of use.
- Indemnification by You. If you modify the Software or use the Software in a manner not permitted by this Agreement, and, as a result, the Software comes to violate a copyright, trademark, trade secret, license or other proprietary right of any third party, then You will defend or settle, at Your own expense, any claim made by a third party against GeoCue provided that: (a) GeoCue has promptly notified You in writing after receiving notice of any such claim of infringement; (b) GeoCue grants to You sole control of the defense of any action and all negotiations for its settlement; and (c) GeoCue provides reasonable assistance to You in Your efforts to defend or settle any such claims. You will not be liable for any legal costs or expenditures incurred by GeoCue.
- Severability / Governing Law. Should any provision of this Agreement be deemed by a court of competent jurisdiction to be invalid, void, ineffective, unenforceable, or unlawful, under present or future laws, the remainder of the provisions will remain in full force and effect and will in no way be affected, impaired or invalidated. The failure of either party to enforce any provision of this License will not be deemed a waiver of that party's right to later enforce that provision or any other provision. The Agreement is governed by the laws of the State of Colorado without giving effect to any choice of law rules that may require the application of laws of another jurisdiction. You agree that the state and federal courts of El Paso County, Colorado will be the sole jurisdiction and venue for any dispute between You and GeoCue and You agree to submit to the personal jurisdiction of such courts.
- Third Party Beneficiaries. You acknowledge that third party licensors of all or any part of the Software are intended beneficiaries of this Agreement including those provisions that address the protection of intellectual property rights in the Software. If GeoCue fails to enforce any provisions, such third party licensors may enforce such provisions against You.
- Assignments and Transfers. Neither this Agreement nor Your right to use the Software under this Agreement may be assigned, sublicensed, loaned, leased, remarketed, distributed, or otherwise transferred, voluntarily or otherwise, without the prior written approval of GeoCue. Any unauthorized transfer in violation of this provision will be void. Within the country in which the Software is licensed, the License may be transferred to another of Your computer systems, or transferred to another location within Your organization. After the transfer, You must completely remove the Software from the former device. All other transfers, including transfers of the Software outside the country in which the Software is licensed, will be permitted only with GeoCue's prior written consent.
- Termination. Without prejudice to any other rights, GeoCue may terminate this Agreement if You fail to comply with the terms and conditions of this Agreement. In such event, You must destroy all copies of the Software and all of its component parts. The respective obligations of GeoCue and You under Sections 6, 7, 8, 9, and 10 will survive termination of the Agreement.
- Entire Agreement. You acknowledge reading this Agreement and agree it is the complete and exclusive statement of the agreement between the parties relating to the licensing of the Software and that this Agreement supersedes all prior proposals and understandings, oral and written, relating to its subject matter, provided however, that in the event that GeoCue and You have signed a separate written agreement relating to the licensing of the Software, then that separate written agreement will supersede and take precedence over this Agreement as provided in that separate written agreement.