READ TERMS AND CONDITIONS
IMPORTANT-READ CAREFULLY: This Evaluation Agreement (the “Agreement”), is a legal agreement between you (“Licensee”) and Korem Corporation, a Colorado corporation (for USA based businesses) or Korem Geospatial Software and Data, a Province of Quebec, Canada corporation, and HERE value-added reseller, (“Korem”) (together with HERE North America, LLC, “HERE”), for HERE sample data provided via this site. YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE PRODUCT.
- License. Korem grants Licensee the non-exclusive, non-transferable, non-sublicensable, restricted right, to use and evaluate the data, software, documentation or other items or information, as described in Section 4 (“Licensed Materials”) solely for the limited internal business purpose of demonstrating and evaluating the use of the Licensed Materials in permitted applications.
- Term and Termination. The term of this Agreement shall commence on the date the Licensed Materials are made available for download to Licensee and shall expire thirty (30) days thereafter. Unless Licensee enters into a separate agreement with Korem which specifically extends the Term, or Licensee signs a license agreement with Korem which allows Licensee to retain the Licensed Materials, Licensee will, within ten (10) business days after the expiration of the Term, return all such Licensed Materials, or certify in writing that all such Licensed Materials and any information derived therefrom have been destroyed. This agreement shall terminate automatically, without notice, if Licensee breaches any of its obligations hereunder.
- Restrictions. Licensee shall not copy or reproduce any Licensed Materials, except with Korem’s prior written authorization. Licensee shall not disclose, publish, sell, transfer, distribute or otherwise reveal any Licensed Materials to any third party whatsoever, except with Korem’s prior written authorization. Licensee shall not disassemble, decompile, or otherwise reverse engineer any Licensed Materials. Licensee may not combine the Licensed Materials with any content that would subject any of the Licensed Materials to any open data licenses (e.g., OSM) where such open data licenses would (a) cause the disclosure or distribution of the Licensed Materials; (b) result in licensing of the Licensed Materials for the purpose of making derivative works; (c) cause redistribution of the Licensed Materials at no charge, as a condition for use, modification and/or distribution of such content; or (d) otherwise restrict or impact the licensing or other use of the Licensed Materials.
- Licensed Materials means HERE sample data provided at a specific county level is derived from HERE’s NAVSTREETS Shapefiles/MapInfo TAB or Oracle ODF.
- Ownership/Assignment. HERE is the owner of the Licensed Materials and derivations therefrom, including all intellectual property rights thereto. Nothing stated herein shall be deemed to grant, transfer, assign or set over unto Licensee any right, title, interest or ownership of the Licensed Materials, all of which is hereby expressly reserved by HERE. Licensee may not assign its rights or obligations under this Agreement.
- Disclaimer and Limitation. LICENSEE ACKNOWLEDGES THAT KOREM, HERE AND ITS LICENSORS ARE PROVIDING THE LICENSED MATERIALS TO LICENSEE “AS IS” AND THAT THE LICENSED MATERIALS ARE NOT NECESSARILY REPRESENTATIVE OF ANY CORRESPONDING COMMERCIAL PRODUCT OF HERE. KOREM, HERE AND ITS LICENSORS MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LICENSED MATERIALS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, EFFECTIVENESS, COMPLETENESS, ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, KOREM, HERE AND ITS LICENSORS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT. KOREM, HERE AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE THEREOF, OR FOR ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, INCLUDING WITHOUT LIMITATION, AMOUNTS REPRESENTING LOSS OF REVENUES OR PROFITS, LOSS OF BUSINESS OR CONTRACTS, PERSONAL INJURY, PRODUCT LIABILITY, PROPERTY DAMAGE OR INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF LICENSEE’S USE, POSSESSION OR EVALUATION OF THE LICENSED MATERIALS OR FROM ANY DEFECT IN THE LICENSED MATERIALS. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL KOREM’s AND/OR HERE’S LIABILITY WITH RESPECT TO THIS AGREEMENT EXCEED FIVE HUNDRED ($500) US DOLLARS.
- Indemnity. Licensee agrees to indemnify and hold harmless Korem, HERE and its licensors from and against any and all claims, liabilities, losses and expenses, including reasonable attorneys’ fees, arising out of Licensee’s use of the Licensed Materials.
- Governing Law. For USA based businesses, this Agreement shall be construed in accordance with the state of Colorado law under the sole jurisdiction of the applicable state and federal courts of Colorado. For businesses located outside of the USA, this Agreement shall be construed in accordance with the laws of Quebec Province, Canada under the sole jurisdiction of the applicable courts of Quebec Province. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to this Agreement.
- Export Law. To the extent that any such export laws, rules or regulations prohibit Korem from complying with any of its obligations hereunder, such failure shall be excused and shall not constitute a breach of this Agreement.
- Miscellaneous. Nothing in this Agreement shall create a joint venture, partnership or principal-agent relationship between the parties. In the event that any provision or part of a provision of this Agreement is determined to be invalid, illegal, or unenforceable, such provision or part thereof shall be stricken from this Agreement and the remainder of this Agreement shall be valid, legal, and enforceable to the maximum extent possible.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes any and all prior negotiations, promises, commitments, undertakings and agreements of the parties relating thereto.
- Notices. Any notices required or permitted under this Agreement shall be delivered by hand, fax or nationally recognized overnight courier addressed if to Korem Corporation at 8400 E. Crescent Pkwy., #652, Greenwood Village, CO 80111, and addressed if to Korem Geospatial Software and Data at 330 St. Vallier Street East, Quebec City, QC G1K 9C5. All such notices and other written communications shall be effective (1) if sent by overnight courier, two business days after mailing, and (2) if sent otherwise, upon delivery as evidenced by proof of receipt.