WeoGeo Terms and Conditions of Use - Website and Market September 7th, 2007 -- (Version 1.0) |
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WeoGeo Terms and Conditions of Use - Website and Market September 7th, 2007 -- (Version 1.0) |
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WeoGeo, Inc. ("WeoGeo") has developed an online Market Portal application (the "Market Portal") for searching, aggregating, storing, and distributing geospatial maps and related data. WeoGeo ("we" or "us") makes the Market Portal and related Services available online at this website (the "Website," or the "Site").
To assist you in using our Market Portal and associated Services, and to ensure a clear understanding of the relationship arising from your use of our Site and participation in these Services, we have created (i) this License and Terms and Conditions of Use (the "Terms") and (ii) a Privacy Policy. Our Privacy Policy explains how we treat information you provide to us through the Site, and our Terms govern your use of our Site, and contributions of Content you may make to the Site. Our Terms and Privacy Policy apply to any visitor to the Website (collectively, "you"), including (i) casual visitors to our Site, who do not participate in the Services ("Site Visitors"), (ii) users who contribute Content in accordance with these Terms and our Related Licenses (collectively, "Providers"); and (iii) users who search the mapping content and other works available at the Site, who license this content from our Providers, and who otherwise participate in our Services ("Content Users").
1. Your Agreement
These Terms govern (i) your use of the Website, and (ii) your receipt of and participation in WeoGeo Services available through the Website. Please read these Terms carefully; they impose legal obligations on you, on the other Members in our community and on WeoGeo, and establish our legal relationship.
By using the Services or accessing our Website, you are acknowledging that you have read and understood these Terms and agree to be legally bound by them. In addition, if you become a Content User or a Provider, during the registration process for your password (and from time to time as we may require) you will be prompted to click an "I Accept" button, which further confirms your agreement to be legally bound by these Terms.
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET OUT FOR SITE VISITORS. IF YOU REGISTER AS A MEMBER, YOU WILL BE BOUND BY THOSE ADDITIONAL TERMS AND CONDITIONS SET OUT FOR MEMBERS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OUR SITE, AND DO NOT REGISTER AS A MEMBER.
In order to engage in the Services, you may need to obtain legal rights, and undertake legal obligations, in addition to those set out in these Terms. These additional rights and obligations are set out in the following agreements:
1. The WeoGeo Provider License Agreement
http://www.weogeo.com/legal/provider_license_agreement_v1p0.html
2. The WeoGeo Content License Agreement
http://www.weogeo.com/legal/content_license_agreement_v1p0.html
The WeoGeo Provider License Agreement is the agreement under which a Provider licenses its Content to others through the WeoGeo Market Portal, whether through this Website or through stand-alone WeoGeo Servers (the "Provider License Agreement").
The WeoGeo Content License Agreement is the agreement under which a Content User licenses and pays for Content obtained through this Website (the "Content License Agreement").
When you commence an activity that is covered under one or more of these Agreements, you will first be prompted to click an "I Accept" button, to confirm your acceptance of the terms and conditions set out in the Agreement.
3. Structure of Terms
It is important that you understand these terms. To assist in your understanding, we have divided the Terms in numbered sections, and have provided a set of definitions, to allow easy reference to the key concepts in these Terms. If you have questions, please feel free to contact us at the address in Section 32 (Contact Us).
These same definitions are mirrored in the Related License Agreements.
4. Definitions
"Intellectual Property Rights" shall mean rights in a jurisdiction (whether owned by or licensed to a party) existing now or in the future under copyright law, industrial design rights law, data and database protection law, trade secret law, rights of privacy and publicity, and patent law. The term "Intellectual Property Rights" shall mean such rights as they exist as of the date you become a Member, and all such rights as subsequently acquired by a party while you remain a Member, to the extent useful or needed in performing under these Terms.
"Baseline Work" means a Component that is the initial layer in a Content Stack.
"Code of Conduct" means the code set out in Section 12 (Code of Conduct).
"Commercial Uses" shall mean any uses of Content other than Noncommercial Uses.
"Component" means a submission of Content by a Provider to a Content Stack.
"Content" means (i) mapping information, geospatial information, location-based information, GIS and GPS information, points of interest information, and vector information; (ii) geospatially-interested information, and information or content that has a geospatial link; (iii) associated data libraries; and (iv) other information or data that a Provider submits to the Market Portal for map- or geospatial-related purposes. The term "Content" includes Content in any form (allowed by the Site), including visual, graphical, text-based, or auditory form. In addition, the term "Content" includes software that a Provider submits (where allowed by the Site) in connection with a particular Content Stack. Finally, the term "Content" includes Derivatives of such Content.
"Content License Agreement" has the meaning set out in Section 2 (Related License Agreements).
"Content Stack" means Content in the form licensed to a Content User, including all Components.
"Content User" means a Person that meets the following criteria: the Person (i) is eligible to be a Member under Section 6 (Eligibility); (ii) has agreed to be bound by these Terms; and (iii) has agreed to the Content License Agreement.
"Derivative Works or "Derivatives" shall mean a later work ("Work 2") that meets any one of the following criteria: (i) Work 2 qualifies as a derivative work under U.S. copyright law; (ii) Work 2 represents a modification, correction, addition, extension, upgrade, or improvement to an initial work ("Work 1"); or (iii) Work 2 comprises a Content Stack in which Work 1 is a Component.
"Free-Preview" means a preview of Content without charge that is expressly allowed via the Website. The Website may or may not allow Free-Previews.
"GIS" means a geographic information system.
"GPS" means the Global Positioning System.
"Hereby" means, when used in a grant, a present interest, effective as of the date the Person granting the interest becomes a Member of this Site.
"Interactive Areas" means those Site pages that allow access to Interactive Services.
"Interactive Services" means Services available through the Site that allow Members to interact, such as blogs, chat rooms, wikis, forums, and similar features.
"License Fee" has the meaning provided in Section 8.4 (Setting License Fees; One-Time and Subscription Fees).
"Hosting and Data Management Fee" means the fee due for Hosting and Data Management Relationship services during a Listing Period.
"Listing Fee" means the fee due for Listing Relationship services during a Listing Period.
"Listing Period" shall mean that period of time that Content from a Provider will remain available on the Site.
"Market Portal" means the software application (including later upgrades and improvements to this Application) employed by WeoGeo to provide the Content storage, searching, retrieval, and administrative functions available on the Site.
"Members" means Providers, Content User, or both Providers and Content Users together.
"Necessary Patent Claims" means the valid claims of a patent held by you that are necessarily infringed (a) by your own Content, or (b) by the Content of any other Provider to the extent (and only to such extent) that the other Provider's Content meets each of the following two criteria: the Content (i) is licensed and distributed via the WeoGeo Website; and (ii) is included in a Content Stack that generates License Fees for you.
"Noncommercial Use" means uses of Content that meet the following two criteria: the use objectively (i) is intended to support (a) education or (b) research, and (ii) is not intended for or directed toward the user's (a) commercial advantage, or (b) monetary compensation. Illustrative examples of Noncommercial Use are provided in Section 8.6.2 (Protecting Providers' License Revenue: the Single Commercial Use Restriction and Noncommercial Use Permissions).
"Person" means both (a) a natural person, and (b) a corporate entity, such as a general or limited partnership, a limited liability company, a corporation, a joint venture, a trust, and a cooperative or association.
"Provider" means a Person who meets the following criteria: the Person (i) is eligible to be a Member under Section 6 (Eligibility); (ii) has agreed to be bound by these Terms; and (iii) has agreed to be bound by the Provider License Agreement.
"Provider License Agreement" has the meaning set out in Section 2 (Related Licensed Agreements).
"Related License Agreements" means the Content License Agreement, the Provider License Agreement, and any combination of these Agreements, as the context permits.
"Services" means all services available via the Website, including services that consist of access to WeoGeo's Market Portal.
"Service Fees" means the Listing Fee or the Hosting and Data Management Fee, where applicable.
"Single Commercial Use" means a Single Use that is by the Content User who paid a License Fee, and that constitutes a Commercial Use. By way of clarifying example and not by way of limitation, the term "Single Commercial Use" shall not include use of Content in connection with a subscription service. Illustrative examples of a Single Commercial Use are provided in Section 8.6.2 (Protecting Providers' License Revenue: the Single Commercial Use Restriction and Noncommercial Use Permissions).
"Single Use" means use of Content for a single project, that meets each of the following criteria: the project (i) concerns a single location or limited set of identified locations, that do not change after the Content is licensed under the Content License Agreement; (ii) involves a single customer or limited set of identified customers, that do not change after the Content is licensed under the Content License Agreement; (iii) results in not more than a single copy or download of the Content per permitted customer; and (iv) is defined by a specific, limited purpose, that does not change in any material respect after the Content is licensed under the Content License Agreement.
"Transaction Fee" shall mean the fee paid to WeoGeo on each payment of License Fees for Content.
We provide a range of Services for our Content Users and Providers, as follows:
5.1 Services for Our Content Users
We provide our Content Users with search, retrieval, and licensing services, designed to allow them to find and obtain access to a wide range of mapping and related Content. Our Content Users are also able to comment on and rank the Baseline Works and Components provided by various Providers. In addition, our Content Users may be provided access to Interactive Services.
5.2 Services for Providers
In addition to all of the Services we provide to our Content Users, we provide to our Providers (i) hosting services; (ii) listing services; (iii) services that allow Providers to combine their Content with the Content of others; and (iii) certain "feedback" services and promotional opportunities.
The Provider makes its Content available to Content Users, via the Website. The Site affords a Provider a range of opportunities to promote his or her Content through various "links" on our Site, and to charge for licenses to copies of Content through our Site.
A Provider receives feedback and comments (i) directly from Content Users who choose to provide this type of feedback, and (ii) from Content Reports that we periodically compile (using non-personal, aggregate information), and that provide "demographic" type information as to Content Users' reactions to the Provider's work.
5.3 Summary of Services
The above generally describes our Services. Please read on for the specific terms and conditions under which we provide these Services. For example, for further information and terms concerning storage, searching, and retrieval, see Section 8 (Providing and Licensing Content), and for information concerning restrictions on Content, see Section 8.6 (License Restrictions and Conditions) and Section 18 (Technical Restrictions; Remedies). Please review our Privacy Policy for details concerning our uses of aggregate information, and for other important information concerning our privacy and other data protection practices.
You are eligible to register as a Content User at our Site if (i) you are at least 18 years old, or Section 6.2 (Registration and Age Limitations) applies; (ii) you have requisite permissions to submit the Content you wish to submit to the Site, as provided in Section 9.3 (Rights You Must Have in Your Comments); and (iii) you agree to abide by our Terms and Privacy Policy.
You are eligible to register as a Provider to our Site if (i) you are at least 18 years old, or Section 6.2 (Registration and Age Limitations) applies; (ii) you hold requisite legal rights in the Content that you make available over the Website, as provided in Section 10.3 (Clearance; License Fees and Content); (iii) you present mapping proficiency and skills that are sufficient, in our sole judgment, to warrant according to you the enhanced Services provided to Providers; and (iv) you agree to abide by our Terms and Privacy Policy.
6.2 Registration and Age Limitations
It benefits all of our Members if each Member who assumes contractual obligations via our Site (such as, for example, by entering our Content License Agreement) has reached the age of majority. This is the reason for our general eligibility requirement that Members be at least 18 years of age. Despite this requirement, we recognize (i) that seeking to verify age in online transactions can be ineffective; and (ii) that individuals above the age set by the Children's Online Privacy Protection Act (over 12) and not yet 18 may wish to participate, and be capable of responsibly participating in the Site. Accordingly, unless we are informed otherwise, we assume that an individual with a credit card in his or her name meets requisite age eligibility thresholds for our Site.
6.3 Registering On Behalf Of A Group Or Organization
We recognize the Members may well be part of a group or corporate entity, and may be acting on behalf of this group, or as part of some other organization. If you are agreeing to these Terms and our Privacy Policy on behalf of a group, your employer, or other organization, then (i) you represent and warrant that you have authority to act on behalf of, and to bind this group, employer, or other entity; and (ii) for all purposes in these Terms and the Privacy Policy, the term "you" means your group, employer, or other entity on whose behalf you are acting. In addition, you agree, upon our reasonable request, to provide us with more formal assurances that you properly represent this group.
When you register as a Member at our Site, you will be provided, or will be prompted to choose, a password. You must use this password to access Member Services at the Site.
Please keep in mind that we will treat anyone who uses your password as "you." We will provide this user with all of the rights and privileges that we provide to you, and we will hold you responsible for the activities of a person using your password. Therefore, we recommend that you maintain your user ID and password in confidence, and that you refrain from disclosing this information to anyone who might "pretend" to be you with respect to the Services and your participation on our Website. We also ask that you notify us immediately if you suspect that someone is using your password in this manner.
8. Providing and Licensing Content
Among other activities, Providers at our Site are entitled (i) to post Content; (ii) to combine Baseline Works and Components to create enhanced and aggregated Content and Content Stacks; and (iii) to license this Content to our Content Users. Content Users at our Site, among other activities, are entitled to license this Content from our Providers, upon payment of the applicable License Fees. The following sets out the process for providing and obtaining these Content licenses, and our Related License Agreements provide terms that govern specific transactions.
As a Provider, you may designate Content for hosting and display on our Site by uploading such content to your registration profile. In addition, to facilitate Content Users' locating your Content, you should complete our online submission form for Content by Providers, and include the requested information, which is designed to focus search queries conducted over our Site.
After you have designated Content for our Site, we may delay going live with that content for a period of time, to allow us to review and evaluate the proposed Content (if we so choose, and in our discretion). We will seek to keep this "black-out period" as brief as is practical. Upon expiration of this period, if no disqualifying conditions are found, the Content will be posted to the Site, and made available under the search criteria you identified in the submission process.
8.2 Retaining Submitted Content
Please retain copies of your Content, as we will not necessarily preserve or return materials uploaded to our Site.
8.3 Designating the Relationship
After designating its Content, a Provider must specify whether it wishes to establish a Listing Relationship or a Hosting and Data Management Relationship with respect to this Content, as set out below.
In a listing relationship (a "Listing Relationship"), a Provider provides to us preview and summary information concerning its Content (as further provided in the Documentation). We then list this information on the Website for the Listing Period. When a prospective Content User requests Components of this Content, the Content as a whole, or the Content as a Component of a Content Stack, we will forward that request to the Provider (a "User Request") and collect requisite License Fees and Transaction Fees from the Content User. The Provider will compile the requested Content in a timely manner, and notify us when the Content is ready in accordance with the User Request. We will then advise the Content User that the requested Content is ready to download. We will provide a mechanism to ensure that the Content the Provider made available for download is intact and available for download for 5 (five) business days. After this 5 day period, the Provider shall be entitled to the requisite License Fee in accordance with Section 10.5 (WeoGeo's Payment to Provider of License Fees). We provide these Listing Relationship services in consideration of the Provider's payment of our Listing Fees.
8.3.2 Hosting and Data Management Relationship
In a hosting and data management relationship (a "Hosting and Data Management Relationship"), a Provider provides to us the Content it wishes to license via the Website (as well as the other information set out in the Documentation). We will list this Content on the Website for the Listing Period. During this Period, we will receive and respond to User Requests, and will use commercially reasonable efforts to compile the requested Content in a timely manner. On the order of Content by a Content User, we will collect requisite License Fees and will then notify the Content User when the requested Content is ready to download. We provide these Hosting and Data Management Relationship services in consideration of the Provider's payment of our Hosting and Data Management Fees.
8.4 Setting License Fees; One-Time and Subscription Fees
When you submit your Content, you will set the fee for a license to this Content by a Content User. Depending upon then-available functionality, Providers may have the option of choosing between two licensing structures: (i) a structure whereby a Content User pays a one-time fee for the use rights provided under these Terms (a "One-Time License Fee"); and (ii) a structure whereby a Content User pays fees over time for the right to enjoy the use rights provided under these Terms (a "Subscription Fee") (collectively, a "License Fee"). At a minimum, our Site will allow Providers to charge One-Time License Fees.
8.4.1 The Amount of the License Fee
Each Provider sets in its discretion the amount of the License Fee for its Content. We believe that the structure of our Site, and our feedback mechanisms, will encourage Providers not to overprice their Content.
We may include functionality that will allow a Provider to change the License Fee it has set with respect to particular Content; any such changes that represent increases in price, however, would take effect prospectively, either (a) as to Content Users that license the Content following the change, or (b) in accordance with such other structures that we believe (in our discretion) will best suit the WeoGeo Market community.
Although you may set your License Fee in your discretion, you agree that you will not provide to others (i) a license fee or other charge for Content (whether or not such Content is submitted to the Website) that is lower than (ii) the amount represented by (a) the License Fee you set for similar Content that you make available over the Site, plus (b) the applicable Transaction Fee.
It is agreed and understood, by way of example and not by way of limitation, that this Section (i) sets rights and obligations with respect to the WeoGeo-Provider relationship, and (ii) does not provide rights to Content Users as to pricing or otherwise, in the Content User-WeoGeo relationship, or the Content User-Provider relationship.
For our Content Users to use, aggregate, and enjoy the Content our Providers provide, the Users need requisite licenses from the Providers. The following summarizes the structure of these licenses. The Provider License Agreement and the Content License Agreement provide the specific terms of these licenses.
8.5.1 Grant Of Rights To Preview Content
Our Site is structured to allow Content Users to obtain a limited preview of available Content at no charge, before making a commitment to purchase a license to this Content (a "Free-Preview").
As a Provider, you agree to permit such Free-Previews, structured generally as follows: (i) a file containing the Content to be previewed will be stored in a database we maintain (the "Content File"); (ii) a link to the Content File will be created from a specified Site location or locations (a "Content Link"); and (iii) this Content Link will allow a Content User, who clicks on the Link, to preview the Content stored in the Content File, without obtaining a copy of the Content File. We take reasonable steps to secure and safeguard Content Files Providers provide to us, in order to protect them from unauthorized downloading or use. Toward this end, we apply security features similar to those that protect personally identifiable information, as described in our Privacy Policy.
In light of the above, you as a Provider hereby grant to our Content Users a royalty-free, non-exclusive, worldwide license, under your Applicable Intellectual Property Rights, to access, use, perform, and enjoy your Content via Content Links on the WeoGeo Site; provided, however, that such uses shall be strictly for Preview purposes.
It is agreed and understood that Content Users will not pay compensation, and you will receive no compensation, in exchange for Content Users' access to your Content for Preview Purposes.
8.5.2 Grant Of Rights In Licensed Content
In consideration of the payment of applicable License Fees by a Content User, a Provider grants to such Content User a non-exclusive, worldwide license to access, use, perform, display and download (where permitted) the Content, in the format specified, all as further provided (a) in the Provider License Agreement, which governs Provider's rights and obligations in Content flowing outbound from the Provider to a Content User; and (b) in the Content License Agreement, which governs a Content User's rights and obligations in such Content flowing inbound to it.
8.5.3. Cross-Licenses Among Providers
Our Site is designed to allow Providers to add to and elaborate on Content presented on the Site. Our WeoGeo Market Portal tracks the various "layers" of Content, (i) to allow appropriate License Fees due from Content Users to be calculated and tracked, and (ii) to ensure that Providers remain accountable for their Content, irrespective of the location of this Content within a Content Stack. The Market Portal is thus designed to allow, foster, and reward the combining of Content from a range of sources and Providers to create useful and successful Content Stacks.
8.5.4. Necessary Patent Claims
Due to the challenges that patent rights can present to collaborative commercial undertakings, we have adopted a patent licensing structure that is designed to leverage successful structures employed by standards setting bodies. These structures address the following situation, which can be called the "Hidden-Costs Collaboration Risk": Assume Company A, Company B, and Company C wish to collaborate on a commercial development project, where each Company will individually commercialize the results of the project. Assume that the development project could take path X, path Y, or path Z. Assume further that Company A holds patent '123 that reads on path Z, and Company A does not disclose this fact to Company B or C.
Now assume that, by force of its persuasive abilities, quality technology, and creditable engineering, Company A convinces Companies B and C to adopt and standardize upon path Z. After Companies B and C have committed significant resources to path Z, Company A informs them that their path Z technology infringes on patent '123, and demands royalties. As can be seen, the Hidden-Costs Collaboration Risk presents a potentially significant disincentive to collaborative commercial endeavors. Moreover, with respect to our WeoGeo Market, unless handled appropriately, the Hidden-Costs Collaboration Risk might dampen significantly our Members' ability or interest in creating robust, collaborative Content Stacks, due to the threat of hidden patents and hidden costs.
Our cross-licensing structure is designed to reduce or eliminate the Hidden-Costs Collaboration Risk. The structure obligates a Provider to include requisite patent rights within its grant of rights to a Content User, by means of the "Applicable Intellectual Property Rights" and "Necessary Patent Rights" definitions. Because the Provider has full control over the License Fee charged for the Content (subject to Section 8.4.3), the Provider has both the incentive and the ability to price its Content at the outset to include the value of its equivalent of "patent '123".
To allow this flexibility, each of our Providers grants a license to Content Users that allows Content Users to modify and aggregate Content to create these larger Content Stacks. Accordingly, in consideration of the mutual benefits presented by the ability to combine Content under these Terms, Providers grant to Content Users certain rights to modify the Content the Providers submit via this Website. The Provider License Agreement specifies the precise rights granted. Content Users are allowed to distribute the modified, or "Derivative" works, without limitation as long as the uses (including any "downstream" uses) consist of Noncommercial Uses only, with the exception of a single permitted commercial use, called the "Single Commercial Use." The Content License Agreement and the Provider License Agreement provide the specifics on this structure.
8.6 License Restrictions And Conditions
Without limiting the restrictions and license limitations set out in the Related License Agreements, parties to such Agreements are required to comply with the following:
The WeoGeo Market Portal tracks Content licensed over this Site, and will compile License Fee payments based on this Content. Where a Content User licenses a Provider's Content, whether stand-alone or within a Content Stack, the Provider will be entitled to payment of its License Fee.
Content that is distributed through our Website is tracked. Content that might be distributed independently of our Site, however, is not tracked, and to that extent would not generate License Fees for the Providers who have submitted Components that make up the Content Stack. To protect our Providers from these types of "extra-Site" transfers, the Related Licenses contain restrictions that (a) permit a Single Commercial Use, (b) that disallow any other Commercial Uses, and (c) that allow unrestricted Noncommercial Uses.
8.6.3. Only The Initial Content User Is Entitled To Enjoy The Single Commercial Use
The initial Content User, who pays the License Fee (the "Initial Content User"), is the only Content User permitted to enjoy the Single Commercial Use. If the Initial Content User chooses not to employ the licensed Content for a Single Commercial Use, then the Single Commercial Use associated with the License Fee shall lapse. An Initial Content User may not transfer or assign its rights with respect to the Single Commercial Use.
8.6.4. No Commercial Use Beyond A Single Commercial Use
A Content User has no right under these Terms or the Content License Agreement to employ Content or Derivatives of Content for any Commercial Use, other than (if the User is the Initial Content User) the Single Commercial Use specified above.
8.6.5. Downstream Users Are Bound By This Agreement
To qualify as a "Content User," among other conditions (set out in Section 1 of the Terms) you must agree to be bound by the Content License Agreement. If you have not agreed to be bound by the Content License Agreement, you are not a "Content User," and you have no right or license to access, use, or otherwise enjoy the Content, regardless of the identity of the Person who purports to transfer rights in the Content to you, and regardless of whether you received the Content through one or more upstream transferors.
Unless expressly permitted by these Terms or the Related License Agreements, you shall not yourself, or through any other party: (a) sell, lease, license or sublicense the Market Portal or the Content you obtain license rights to via this Site; (b) decompile, disassemble, or reverse engineer the Market Portal or such Content, in whole or in part; (c) allow access to the Market Portal or such party Content by any person other than one of your employees; (d) use the Market Portal or such Content to provide processing services to third parties, or otherwise use the Market Portal or such Content on a ìservice bureauî basis; or (e) provide, disclose, divulge or make available to, or permit use of the Market Portal or such Content by any third party.
8.7.1. Example 1: Noncommercial Use, and the Single Commercial Use Restriction
Assume a university researcher, in connection with her coursework, wishes to build a map for predicting Dengue Fever for this year's rainy season in the Caribbean. Assume the university research department had previously downloaded Content from the Site concerning the Caribbean, and had paid requisite License and Transaction Fees. The researcher then combines the previously downloaded Content with other materials to build her map. The construction of the map constitutes a Noncommercial Use, and the map as built qualifies as a permitted Derivative of the originally downloaded Content. No further License Fees (or other Fees) would be due.
Now assume that a contractor, seeking a government contract for work in the Caribbean, reviews the researcher's map, and concludes that the map will assist it in securing the government contract. This use of the map would not constitute a Noncommercial Use. Moreover, because the contractor is not the Initial Content User, the contractor could not qualify for Single Commercial Use rights. To permit the contractor to use the map, the researcher would upload the map to the Site, provide requisite information as to the map's Content Stack, and otherwise submit the map as Content to the Site. The contractor could then download this Content, paying License and Transactions Fees in a standard transaction.
8.7.2. Example 2: Subscription Services
Assume a Content User wishes to license Content from the Site, create Derivatives of this Content, and then, via its own servers, provide access to these Derivatives to a range of users, in a subscription model. The term "Single Commercial Use" does not include use of Content in connection with a subscription service. Accordingly, if the Content User wishes to employ Content in connection with a subscription service (or other similar service), the Content User should contact WeoGeo to negotiate a specific agreement, based on the particulars of the proposed subscription services and other pertinent variables.
Content Users pay License Fees in order to obtain requisite access to Content. Each Provider sets the License Fee for its Content, as provided in Section 8.4 (Setting License Fees; One-Time and Subscription Fees), and the total License Fee cost to a Content User is the sum of the individual License Fees for each Component within the overall licensed work. WeoGeo receives compensation for its Services through (a) Content Users' payment of Transaction Fees on transactions conducted through the Site; (b) Providers' payment of Listing Fees, and Hosting Fee (where applicable); and (c) through advertising revenues, if applicable.
9. Additional Rights And Obligations Specific to Content Users
Content Users are invited to search for, retrieve, view, and license Content as available and permitted on the Site and in these Terms. The following specific provisions govern these activities in greater detail.
9.1 Content Users' Grant of Rights to WeoGeo
For feedback, information, or inventive contributions you include in any feedback or comments you provide in connection with the Site ("Comments"), and in consideration of the Services, you hereby grant us a royalty-free, sublicenseable, non-exclusive, worldwide license, under your intellectual property rights, to use, copy, reformat, index, modify, display, and distribute your Comments for purposes of providing our Services (as such services may change over time) and promoting our Website. No compensation will be paid with respect to our use of your Comments under this grant. Rights and obligations with respect to professional Content from Providers are addressed in Section 10.
9.2 Content Users' Grant of Rights to Other Members
By posting Comments other than professional Content (which is governed by Section 10), you are also hereby granting to all Members who properly access those Comments in accordance with these Terms, a royalty-free, sublicenseable, non-exclusive, worldwide license, under your intellectual property rights, to use, copy, reformat, index, modify, display, and distribute your Comments for purposes of participating in the Services and engaging in other activities consistent with our Code of Conduct. This grant is in further consideration of the Services, and no compensation will be paid with respect to Members' use of your Comments under this grant.
9.3 Rights You Must Have in Your Comments
When you post Comments to our Site, either as feedback on Content or for other purposes, you represent and warrant (i) that you hold all rights needed to grant requisite rights under Section 9.1 (Content Users' Grant of Rights to WeoGeo) and Section 9.2 (Content Users' Grant of Rights to Other Members); (ii) that you own the copyright in all Comments subject to copyright protection (or have been given needed permissions by the copyright owner, or use the Comments under "fair use" principles); and (iii) that you otherwise have requisite permissions to use and permit others to use the Comments in the manner set out in this Section 9.
9.4 Content Users' Compliance with Inbound User Licenses
As a Content User, you agree to act within the scope of the licenses granted to you (a) by our Providers under Section 10 (Additional Rights and Obligations Specific to Providers), and (b) by WeoGeo under Section 11 (WeoGeo's Grant of Rights to You) (collectively, the "Inbound User Licenses"). You similarly agree to fully comply with any and all restrictions contained in these Inbound User Licenses.
9.5 Content Users' Obligations for License Fee and Transaction Fee
On any transaction where a License Fee (or License Fees) is due, you as the Content User will be responsible to pay such Fees in accordance with the WeoGeo Content License Agreement. In addition, you will be obligated to pay requisite Transaction Fees to WeoGeo, as set out in the WeoGeo Content License Agreement.
9.6 Advertisements and Profiles
We may choose to rely on advertising revenue to fund at least a portion of our Site and Services. You acknowledge that we will be entitled to post advertisements on some or all of our Site pages, as well as other areas of the Site. You also agree that we will be free to display advertising on your profile pages, and that you will not seek to cover or obscure advertisements on our Site via HTML/CSS or other means.
9.7 Termination of Rights; Survival
WeoGeo does not claim ownership of the Comments you post or otherwise provide through the Service. The licenses granted to us and to our Members in this Section will terminate prospectively at the time you completely remove the Comment at issue from our Site. This termination will not affect licenses to the Comments granted before the time you completely remove the Comment, and our Members (as well as WeoGeo) will continue to enjoy their rights under Section 9.1 (Content Users' Grant of Rights to WeoGeo) and Section 9.2 (Content Users' Grant of Rights to Other Members).
10. Additional Rights And Obligations Specific to Providers
Providers are to store, promote, distribute, and license their Content through our Site, and to fully enjoy the benefits or our Services. The following provisions govern activities specific to our Providers.
10.1 Providers' Grant of Rights to WeoGeo
In consideration of WeoGeo's obligation to provide Services to you in your capacity as Provider, you hereby grant to WeoGeo the following rights:
10.1.1. Rights Necessary To Administer Site
As a Provider, with respect to all Content you post at or distribute through our Site, you hereby grant us only those rights in your Content that are necessary for us to process and implement your desired transactions. Specifically, you grant to us a royalty-free, sublicenseable, non-exclusive, worldwide license, under your Applicable Intellectual Property Rights, to use, copy, reformat, index, display, and distribute your Content strictly and solely for purposes of fulfilling transactions and allowing compliance with the rights you have granted Content Users and your fellow Providers.
You also hereby grant WeoGeo a non-exclusive, worldwide, royalty-free license to use your name and logo ("Brand Features"), in connection with (i) advertising and promoting your Content, and your work generally via the Site, and (ii) advertising and promoting our Website and Services. No compensation will be paid by WeoGeo with respect to our use of your Content or Brand Features under this grant.
If you believe that our use of your Brand Features is detracting from the meaning, value, or other benefits you derive from these Features, please notify us, and we will cease and "take down" the objectionable use in a timely manner. You agree that this "take down" remedy is the sole remedy available for resolving issues over use of Brand Features.
10.2 Your Compliance with Inbound Provider Licenses
As a Provider, you agree to act within the scope of the licenses granted to you (a) by our Providers under this Section 10 (Additional Rights and Obligations Specific to Providers), and (b) by WeoGeo under Section 11 (WeoGeo's Grant of Rights to You) (collectively, the "Inbound Provider Licenses"). You similarly agree to fully comply with any and all restrictions contained in these Inbound Provider Licenses.
10.3 Clearance; License Fees and Content
When you make Content available over our Site, you represent and warrant (i) that you hold all rights needed to grant requisite rights under Section 8.5.3 (Cross-Licenses Among Providers) and Section 8.5 (Licenses to Content Users); (ii) that you own the copyright in all Content subject to copyright protection (or have been given needed permissions by the copyright owner, or use the Content under "fair use" principles) and own or possess requisite rights in other intellectual property assets embodied in the Content; and (iii) that each person depicted in images or identified in text in your Content (if any), has provided you with consent to use the Content as set forth in these Terms.
Please also understand that your use of our Services to store, display, promote, and license your Content may give rise to obligations in you to pay license fees to third parties for requisite rights (collectively, "Third Party Licensing Fees"). As between you and WeoGeo, you are responsible for the identification and payment of all such Third Party Licensing Fees.
10.4 Providers' Obligations for Payment of Listing Fees and Hosting Fees
A Provider shall be obligated to pay to WeoGeo either a Listing Fee, or a Hosting and Data Management Fee (where applicable), in accordance with the WeoGeo Provider License Agreement.
10.5 WeoGeo's Payment to Provider of License Fees
On each transaction that recognizes License Fees and other requisite Fees, WeoGeo shall pay to a Provider the License Fee set by that Provider in its Content that has been included in the Content Stack. Payment of these License Fees shall be due to the Provider from WeoGeo on a quarterly basis, within forty-five (45) days of the close of each calendar quarter.
If WeoGeo is late in paying License Fees owed to a Provider, the undisputed amount of such License Fees shall bear interest at the rate of 1% per month.
As a Service to our Providers, we will compile reports, known as "License Fee Reports," and will provide these Reports to our Providers on a quarterly basis, within forty-five (45) days of the close of each quarter. License Fee Reports will compile information concerning (a) License Fees earned per work during the reporting period; and (b) total License Fees earned during the reporting period.
We retain the right to display advertisements in connection with displays, performances, or distributions of your Content. You acknowledge that our Advertisers may post ads that may frame or otherwise appear on the same web page as your Content, provided we comply with the protections afforded your Brand Features, as set out in Section 10.1 (Providers' Grant of Rights to WeoGeo).
10.9 Providers' Participation as Content Users
We recognize that a Provider may wish to participate in our Services as a Content User. Your registration as a Provider allows you to enjoy most of the features of our Site that Content Users enjoy, and we encourage you to participate in the Services, like one of our Content Users; please remember, though, that your conduct as a Content User remains subject to all provisions in these Terms (and in the Privacy Policy) that are applicable to Content Users.
10.10 No Other Promotional Obligations
Apart from allowing you to post your Content via the Site, and to license, distribute, and promote this Content via the then-available functionality of our Services, we have no role or obligation in the marketing or promotion of a Provider or his or her Content.
10.11 Recourse of Content User
In consideration of their receipt of License Fees, each Provider hereby agrees that a Content User shall be entitled to complain to, or dispute issues directly with the Provider, irrespective of such Provider's position in the "stack" or other compilation of Content.
10.12 Termination of Rights; Survival
If our relationship is terminated, for whatever reason, the following provisions will apply:
As a Provider, you recognize that Content you have provided may form a critical element in a larger, aggregate work. You also acknowledge that removing your Content will disrupt settled expectations (a) of those Providers that have incorporated your Content into larger works; and (b) of those Content Users that have licensed your Content either stand-alone, or combined or "mashed up" with other Content. Accordingly, upon termination of your relationship with WeoGeo, for whatever reason (i) any obligations with respect to Content you have not submitted to the Site shall cease; and (ii) the licenses you have granted under these Terms to Content already submitted to the Site shall survive and continue, provided the Content Users comply with applicable restrictions on these rights, and provided compensation for these rights is paid as set out in these Terms.
If a Provider is no longer reachable for the payment of License Fees ("Unclaimed Fees"), WeoGeo will follow then-applicable escheat laws with respect to these Unclaimed Fees. In general these laws provide as follows: (i) Unclaimed Funds will escheat to the state of the Provider's last know address, listed on WeoGeo's records; (ii) if WeoGeo does not hold a last-known address, or if the proper payee of License Fees is unknown, then the Unclaimed Fees will be subject to the escheat laws of Florida, WeoGeo's state of incorporation.
11. WeoGeo's Grant of Rights to You
In this Section, in consideration of the payment of Transaction Fees and Service Fees (as the case may be), WeoGeo gives to Content Users and Providers the rights and privileges they will need to participate fully in the goals of our Services.
11.1 Rights to Access and Participate in Services
Subject to your compliance with these Terms, and in consideration of the payment of Transaction Fees and Service Fees, WeoGeo hereby grants Content Users and Providers the right to access and use the Website (including the WeoGeo Market Portal), and to participate in the Services. The Services and Website may not be used in connection with any commercial endeavor, except (i) those commercial endeavors of our Members expressly allowed in these Terms, (ii) those commercial endeavors of the Advertisers we have allowed to advertise though our site, and (iii) other commercial endeavors that we specifically consent to in writing.
11.2 WeoGeo Ownership; Reservation of Rights
All content available on or through the Website -- other than Content of our Providers or Advertisers -- including all information, software, artwork, text, video, audio, pictures, trademarks, trade dress, and other intellectual property found on the Website, or embodied in the Services, is the proprietary property of WeoGeo and its licensors ("WeoGeo Content"). The WeoGeo Content is protected by U.S. and international copyright and other intellectual property laws, and WeoGeo retains all rights with respect to the WeoGeo Content, the Website, and the Services, except those expressly granted to you in these Terms. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material on the Website except as expressly allowed in Section 8.5 (Licenses to Content), unless specifically authorized in writing by WeoGeo.
Our Site may provide blogs, chat rooms, bulletin boards, forums, wikis, email services, and other services that allow you to interact with other Content Users and Providers ("Interactive Services"). As a condition to your use of the Website, the Services, and the Content, including the Interactive Services, you agree to follow our Code of Conduct, set out below. Under this Code, you will not:
- Knowingly omit to acknowledge and identify ñ as specified by the upload pages on the Site -- Providers of Baseline Content (or other Content) within a Content Stack that you upload to the Site.
- Upload, email, or otherwise transmit any images or other Content that are unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable.
- Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private, or sensitive information about another person, without that personís consent.
- Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing.
- Infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy. Electronic materials ñ such as Content, images, and text in electronic form -- can easily be copied, modified and sent over networks (such as the Internet). These electronic materials are thus extremely vulnerable to unauthorized distribution and copyright infringement. These materials may not be transmitted over the Website without the copyright owner's permission, or without a legitimate "fair use" justification for the transmittal.
- Transmit materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
- Seek to use for financial gain the Website, related computer facilities, or information available on the Website (except in the case of our Providers and Advertisers, who may seek to financially gain from the Website).
- Use the Service to artificially generate traffic or page links to a Web site or for any other purpose not expressly allowed under these Terms.
- Use the Website in a manner that could disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site, such as through sending "spam" email.
- Seek to obtain access to any materials or information through "hacking," "data harvesting," or through other means we have not intentionally made available to you through the Website.
- Use the Website for any purpose that is unlawful or prohibited by these Terms. For example, you will not use the Website, Services, or Content to violate any law, statute, or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising).
We will enforce the above Code of Conduct wherever we deem necessary. Please understand, however, that WeoGeo does not control ñ and does not necessarily endorse -- the Content found in any Interactive Service. When you participate in the Interactive Services, you do so at your own risk, and we expressly disclaim responsibility for the Content found in these Services.
You acknowledge that Members are empowered to report perceived violations of this Code of Conduct, and are similarly empowered to police proper use of their Content and others' Content.
Each Content User and Provider may only have one account with us. If you believe you should be entitled to an exception to this policy, please contact us at the address provided in Section 32 (Contact Us).
Moreover, professional mapping Content may approach terabytes in size. With our WeoGeo Market Portal and our infrastructure, we seek to provide a robust platform for efficient storage, retrieval, and access with respect to all of our Members' Content. We do not, however, provide assurances that our Services and infrastructure will meet our Members' requirements, and we reserve the right, in our discretion, to limit or restrict the accounts and resource-requirements of Members with demands we believe adversely affect the WeoGeo community generally.
14. Monitoring; Removing Postings
We expect each user of our Website to act responsibly, and to respect the rights of others. We seek to protect the integrity and security of our computing systems, and the right to protect our community of Members from claims of intellectual property infringement and other claims or threats, such as those detailed in our Code of Conduct. Toward these ends, we reserve the right in our discretion (i) to monitor your use of the Website, your profile (if applicable), and email and other Content transmitted through the Site, (ii) to restrict or foreclose access to certain Internet sites or other resources, and (iii) to take other actions we deem necessary to protect our community of users and our resources. Due to this monitoring, you cannot expect that communications through our Website will remain "private" or otherwise free of our review. Please refer to our Privacy Policy for a precise statement concerning your expectations of privacy.
14.1 Filters; Blocking and Removal of Content
Although we have no ñ and assume no -- obligation to monitor activities on our Website, please understand that we may employ filters designed to detect and block the transmission of messages that contain sexually explicit or otherwise inappropriate language. We reserve the right to edit, to refuse to post, or to remove any information or materials, in whole or in part, that we believe, in our sole discretion, are incompatible with our Code of Conduct.
If you believe that a Content User, Provider, or other user has acted inappropriately, such as by violating our Code of Conduct, you may report your concerns by contacting us in accordance with Section 32 (Contact Us). If we are notified by a Content User, Provider, or Site Visitor that he or she believes Content at the Site does not comply with our Code of Conduct, we may investigate the allegation and determine in good faith, in our sole discretion, whether to remove or block access to such Content, or to take action with respect to the person or persons responsible for posting the Content. We have the right (but not the obligation), in our sole discretion, to remove, relocate, change from public to private, or otherwise block or restrict any Content at any time, with or without notice, and without liability.
14.3 Revocation or Suspension of Use Privileges
We reserve the right at any time to terminate or suspend your access to some or all of the Interactive Services, other Services, or the Website itself if you engage in activities that we conclude, in our discretion, breach our Code of Conduct.
Users should also understand that our Code of Conduct is based in many instances on principles of state and federal law. Users who violate our Code of Conduct accordingly may be exposed under these state and federal laws to criminal charges, and civil liability to harmed parties for compensatory damages and attorney's fees. WeoGeo reserves the right at all times to disclose information it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, consistent with our Privacy Policy.
15. Disputes and Claims of Infringement
15.1 Allegations of Copyright Infringement
WeoGeo respects the intellectual property rights of others and requires that its users do the same. If you believe that Content on the WeoGeo Site or other activity taking place on the Site constitutes infringement of a work protected by copyright (a "Work"), please notify our agent, designated under the Digital Millennium Copyright Act (17 U.S.C. ß512) (the "DMCA") to respond to such concerns, as follows:
Attention: Jessica Britt
DMCA Agent
Address: 10500 University Center Drive, Suite 140, Tampa, FL 33612.
Phone: (813) 574-3141 x112
Email: jbritt (at) weogeo (dot) com.
Your notice must comply with the DMCA. Upon receipt of a compliant notice, we will respond and proceed in accordance with the DMCA, including its notice and takedown provisions.
15.2 Resolution Structure; "Cooling Off" Period And Discussions
We believe that any vibrant community will experience disputes among its members. We also believe that addressing these disputes early on, with a straightforward process that emphasizes practical business solutions, will provide the strongest benefit both to the individuals involved in the dispute, as well as to the community. We have sought to apply these principals to the dispute resolution structure under these Terms.
If you have a dispute or complaint concerning Content, Services, a Member's compliance with licensing terms, or the conduct of another Member that does not fall under Section 15.1 (Allegations of Copyright Infringement) (a "Dispute"), you agree to proceed as follows: (i) you will prepare a brief submission concerning the Dispute, consisting of (a) a brief written summary of your view of the Dispute, including the relief you seek, and (b) an appendix with materials you believe are relevant to the Dispute (the "Submission"); (ii) we will forward your Submission to the other Members involved in the Dispute, and request similar Submissions from them; (iii) you will then review the exchanged Submissions and, for a period of thirty (30) days (commencing on receipt of the last-circulated Submission), you will engage in good faith negotiations to seek to resolve the Dispute (collectively, the "Cooling Off and Discussion Period").
If you are requested to respond to a Dispute, in the manner outlined above, you agree to complete in good faith the Cooling Off and Discussion Period, as described above.
15.3 Recourse If A Dispute Remains Unresolved
If a Dispute cannot be resolved to the parties' reasonable satisfaction despite their good faith participation in these dispute resolution mechanisms then, subject to the limitations on claims set out in Section 15.4 (Our Legal Role: A Facilitator But Not A Participant), each party to the dispute remains free to pursue relief through the court system or other more formal system. WeoGeo, at its sole discretion, however, shall be remain entitled to enforce its rights under Section 14.3 (Revocation or Suspension of Use Privileges) against any and all parties in the dispute for violating the Terms or our Code of Conduct.
15.4 Our Legal Role: A Facilitator But Not A Participant
You are solely responsible for your interaction with other WeoGeo Content Users and Providers, both online or offline. We may provide dispute resolution mechanisms to assist our Members in resolving disputes that arise over Content (such as online mediation services), and we may monitor disputes between you and other Members, but we have no obligation to become involved.
If you have a Dispute with one or more Content Users and/or Providers, and our provision of Services is an insubstantial factor (or no factor) in creating this dispute, then you release WeoGeo (and our officers, directors, agents, employees, subsidiaries, and affiliates) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
15.5 Suspension of Certain Licenses
For purposes of this Section, (i) the term "Asserting Party" means a Member or other Person who receives a license to Necessary Patent Claims under these Terms; and (ii) the term "Original Licensing Party" means the Member who granted that license to its Necessary Patent Claims.
If the Asserting Party brings patent infringement claims against the Original Licensing Party, then you agree that (a) the Original Licensing Party's grant of rights to the Asserting Party in Necessary Patent Claims shall immediately terminate as to the Asserting Party, and (b) that the Original Licensing Party shall be free to sue the Asserting Party for infringement.
15.6 Determining Leadership If A Content Stack Is Infringed
There may be occasions where a Person infringes Content that is comprised of Components and Baseline Works provided by a number of Providers (an "Infringement"). The issue then becomes which Provider or Providers should be entrusted with enforcing rights in the Content.
For purposes of this Section, the term "Highest Gross Licensor" shall mean the Provider that, during the immediately preceding twelve month period, has earned the highest gross amount of License Fees with respect to Content that is comprised of contributions from a range of other Providers.
Where there is an Infringement, the Highest Gross Licensor shall be entitled to bring and control an enforcement action, and each other Provider shall provide support and reasonable assistance. Any proceeds of such Infringement action, after deduction of all reasonable costs and expenses of the Highest Gross Licensor, shall be split among Providers in proportion to the License Fees each generated from the Content.
16. Privacy and Your Disclosure of Information in Interactive Areas
We value your privacy and the privacy of all our users. Please review our Privacy Policy for information on how we collect, use, and protect your personally identifiable information. These protections, however, do not apply to information you choose to disclose to other Members in any Interactive Areas. Although Content Users are bound, under our Code of Conduct, to refrain from disseminating information from our Website and its Interactive Areas without permission, we cannot assure you that this will be the case. Therefore, you should disclose personally identifiable information advisedly. Please review our Privacy Policy for more information.
We may allowed certain companies and advertisers to place ads and information on our Site, and to maintain profiles on our Site ("Advertisers"). These ads, and the presence of the Advertisers, allow us in large part to provide our Content User Services without charge. Although we have selected the Advertisers, we are not responsible for your choice to contact or do business with them. Your correspondence and dealings with Advertisers, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the Advertiser, and you agree that WeoGeo shall not be responsible or liable for any loss or damage incurred as the result of your dealings with Advertisers or as the result of the presence of such Advertisers on the Site.
The Website may also contain links or produce search results that reference links to third party Websites (collectively "Linked Sites"). WeoGeo has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions, or materials available on Linked Sites. WeoGeo does not endorse the content of any Linked Site, nor does WeoGeo warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other Web-access device. By using the Website to search for or link to another site, you agree and understand that such use is at your own risk.
18. Technical Restrictions; Remedies
You are limited to one WeoGeo account. In addition, you must respect and comply with our specified file size, bandwidth, and storage limitations for Content and Comments you submit. If we determine, in our discretion, that it is necessary, we will disable or take other related action concerning accounts that in our view are using excessive bandwidth or other system resources. In addition, we reserve the right, if we find it necessary (in our discretion), to delete or change a Content User's username and URL address, and reserve the right to restrict a user's access to Interactive Services and use of other communications tools available on the Site, if we believe, in our discretion, that the volume of such use is too large.
19. Warranty and Disclaimer by WeoGeo
THE WARRANTY STATED BELOW IS THE SOLE AND EXCLUSIVE WARRANTY AND REMEDY OFFERED BY WEOGEO IN CONNECTION WITH THE SITE AND ANY DOCUMENTATION. THERE ARE NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO (i) ANY IMPLIED WARRANTY OF MERCHANTABILITY, (ii) NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR (iii) WARRANTY CONCERNING THE UTILITY, QUALITY, USEFULNESS, ACCURACY, OR COMPLETENESS OF CONTENT.
We warrant that (a) the Content that a Provider submits to our Site ("Content1") will in all material respects be the same Content1 (b) that a Content User downloads from the Site, where the Content User is seeking Content1. For breach of this warranty, we will provide a further download, to provide a fix for Content that fails to comply with such warranty, within a commercially reasonable period of time, and during the Listing Period. Such repair shall be the exclusive remedy for any breach of the foregoing warranty.
WeoGeo does not promise that the Website will be error-free or uninterrupted, or that the Site will provide specific results from your use of any content, search, or link on it. The Site, and all Services and Content within them are delivered by WeoGeo on an "AS IS" and "AS AVAILABLE" basis. WeoGeo does not warrant or represent that materials you download from the WeoGeo sites will be free of viruses or other harmful features.
WEOGEO DISCLAIMS (i) ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, OR LEGALITY OF INFORMATION AVAILABLE ON THE WEBSITE OR IN CONTENT REPORTS; AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION ON THE SITE, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE WEOGEO SITES AND RELATED SERVICES IS AT YOUR SOLE RISK WITH RESPECT TO WEOGEO.
Please consider maintaining back-up copies of the Content or Professional Content you post on your profile.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL WEOGEO BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE WEOGEO SITE, THE SERVICES, OR THE CONTENT.
You agree that injunctive relief shall provide you with a good and sufficient remedy for any complaints against WeoGeo arising out of its Services, and agree that you will not subsequently claim that such remedy or the remedy and damages limitations provisions of these Terms have "failed of their essential purpose."
Our Content Users may decide to engage in offline activities together, perhaps due to the relationships they have developed online. You agree to release and hold WeoGeo harmless from any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, or property damage, either directly or indirectly related to or arising from your participation in any such offline activities.
You agree to defend, indemnify, and hold WeoGeo and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys' fees, arising from or related to your breach of these Terms.
23. Additional Terms for Certain Services or Sites
We may offer certain WeoGeo Websites or services that are subject to additional or different terms and conditions. We will notify you if the site or service you are accessing is subject to terms and conditions that differ from these Terms, and you will have the opportunity to decline to participate in such sites or services, if you do not agree with the differing terms and conditions.
24. Modifications to Related License Agreements or These Terms
We may proactively modify the terms and conditions of the Related License Agreements and these Terms, in our discretion. Any such changes will take effect prospectively only, and shall not become effective as to Content (or a Content Stack) until expiration of the Listing Period during which the change or other modification occurred.
25. Modifications to these Terms
We may modify and change these Terms over time. We will not "retroactively" change these Terms, and any modifications we make shall take effect proactively, once you next access the Website. Please feel free to print out a copy of these Terms for your records.
These Terms of Service shall not be assignable by you, either in whole or in part. WeoGeo reserves the right to assign its rights and obligations under these Terms.
We may choose to rely on and share information with companies closely related to us ñ our "Affiliates" -- for certain purposes under these Terms. By "Affiliate," we mean an entity that controls, is controlled by, or is under common control with WeoGeo, whether the control results from equity ownership, contract, overlapping management or otherwise. In this context, "control" means the ability to replace the officers or directors or otherwise materially influence or control management decisions. You agree that WeoGeo Affiliates will be entitled to enjoy our rights under these Terms and, in exchange, we agree that we will be responsible for our Affiliate's conduct under these Terms, if our Affiliate fails to comply with any resulting obligations.
These Terms shall be governed in all respects by the laws of the State of Florida without giving effect to its conflicts of law provisions. Both parties submit to the personal jurisdiction of and venue in the state and federal courts in the State of Florida, in the judicial district that includes Hillsborough County, Florida. The parties further agree that any cause of action arising under these Terms or our Privacy Policy shall exclusively be brought in such courts. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. WeoGeo's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This agreement and the terms and conditions contained herein set forth the entire understanding and agreement between WeoGeo and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.
29. Duration of Rights; General Termination
Subject to Section 9.7 with respect to Content Users, and Section 10.12 with respect to Providers, you will continue to enjoy your rights and to owe obligations under these Terms until (i) you cease your use of the Services, or (ii) your password is revoked or suspended for misconduct, as set out in Section 14.3 (Revocation or Suspension of Use Privileges).
30. Duration of Terms; Survival
The following provisions shall survive the termination of these Terms and shall apply indefinitely:
Section 9.7 (Termination of Rights; Survival)
Section 10.12 (Termination of Rights, Survival)
Section 11.2 (WeoGeo Ownership; Reservation of Rights)
Section 20 (Warranty and Disclaimer)
Section 21 (Limitation of Liability)
Section 30 (Duration of Terms; Survival)
31. Relationship to Privacy Policy and Other Contracts
These Terms must be read in conjunction (i) with other agreements into which you may enter concerning our Site, and (ii) with our Privacy Policy. The provisions of our Privacy Policy are incorporated herein. To the extent these Terms conflict with the terms of our Privacy Policy, the terms of our Privacy Policy will control. Similarly, to the extent these Terms conflict with the terms and conditions of any specific agreement you enter with us, the terms and conditions of such specific agreement will control.
You may contact us for any reason at the following addresses:
Attention: Jessica Britt
Address: 10500 University Center Drive, Suite 140, Tampa, FL 33612.
Phone: (813) 574-3141 x112
Email: jbritt (at) weogeo (dot) com.
The effective date of these Terms is September 7, 2007.
© 2007 WeoGeo, Inc.