IMPORTANT--READ CAREFULLY BEFORE DOWNLOADING THE ONLINE DATA
GROUNDSPEAK, INC. D/B/A GEOCACHING.COM (GROUNDSPEAK), IS WILLING TO LICENSE THE REQUESTED DATA TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE CLICKING THE ‘I ACCEPT’ BUTTON AND THEREAFTER DOWNLOADING THE ONLINE DATA. BY DOWNLOADING THE ONLINE DATA, YOU ARE INDICATING YOUR ACCEPTANCE OF THE GROUNDSPEAK DATA LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS AS STATED, THEN GROUNDSPEAK IS UNWILLING TO LICENSE THE DATA TO YOU.
GROUNDSPEAK DATA LICENSE AGREEMENT
This is a license agreement, and not an agreement for sale, between the end user (Licensee) and GROUNDSPEAK, Inc. (GROUNDSPEAK), a Washington corporation, with its principal place of business at 2127 5th Avenue, Seattle, WA, 98121, USA. This GROUNDSPEAK Data License Agreement (Agreement) gives Licensee certain limited rights to use the Data and Related Materials. All rights not specifically granted in this Agreement are reserved to GROUNDSPEAK.
Reservation of Ownership and Grant of License: GROUNDSPEAK and its licensor(s) retain exclusive ownership of the copy of the Data and Related Materials licensed under this Agreement and, hereby, grant to Licensee a personal, nonexclusive, nontransferable license to use the Data and Related Materials based on the terms and conditions of this Agreement. Licensee agrees to use reasonable effort to protect the Data and Related Materials from unauthorized use, reproduction, distribution, or publication.
Proprietary Rights and Copyright: Licensee acknowledges that the Data and Related Materials contain proprietary and confidential property of GROUNDSPEAK and its licensor(s). The Data and Related Materials are owned by GROUNDSPEAK and its licensor(s) and are protected by United States copyright laws and applicable international copyright treaties and/or conventions.
• Licensee may install the Data or portions of the Data onto a global positioning system unit ["GPS"] for Licensee's own internal use.
• Licensee may make only one (1) copy of the original Data for archival purposes unless the right to make additional copies is granted to Licensee in writing by GROUNDSPEAK.
• Licensee may modify the Data and merge other data sets with the Data for Licensee's own internal use. The portions of the Data merged with other data sets will continue to be subject to the terms and conditions of this Agreement.
• Licensee may use, copy, alter, modify, merge, reproduce, and/or create derivative works of the on-line textual content [including the about geocaching content, links content and cache hiding tutorial] for Licensee's own internal use. The portions of the on-line documentation merged with other software, data, hard copy, and/or digital materials shall continue to be subject to the terms and conditions of this Agreement and shall provide the following copyright attribution notice acknowledging GROUNDSPEAK's proprietary rights in the on-line documentation: "Portions of this document include intellectual property of GROUNDSPEAK and are used herein by permission. Copyright © 2006 GROUNDSPEAK, Inc. All Rights Reserved."
Uses Not Permitted:
• Licensee shall not sell, rent, lease, sublicense, lend, assign, time-share, or transfer, in whole or in part, or provide access to the Data, Related Materials, any updates, or Licensee's rights under this Agreement to any third party whatsoever.
• Licensee shall not reverse engineer, decompile, or disassemble the GROUNDSPEAK-compatible data format(s) in an attempt to duplicate the proprietary and copyright-protected GROUNDSPEAK data model(s) and/or export format(s).
• Licensee shall not remarket, resell, and/or redistribute the Data or any derived portion(s) of the Data in its digital form to any third party whatsoever.
• Licensee shall not remove or obscure any GROUNDSPEAK and/or licensor(s) copyright, proprietary, or trademark notices.
Redistribution Rights for Derived Digital Data Sets: At GROUNDSPEAK's sole option, GROUNDSPEAK may grant a separate sublicense agreement, on a royalty fee basis, with Licensees who wish to obtain redistribution rights for derived or other value-added digital data sets in GROUNDSPEAK-compatible data format(s). Please address your written proposals to Attn.: GROUNDSPEAK Data Manager, GROUNDSPEAK, Inc., 2127 5th Avenue, Seattle, WA, 98121 USA.
Term: The license granted by this Agreement shall commence upon Licensee's receipt of the Data and Related Materials and shall continue until such time that (1) Licensee elects to discontinue use of the Data and Related Materials and terminates the Agreement or (2) GROUNDSPEAK terminates for Licensee's material breach of this Agreement. Upon termination of this Agreement in either instance, Licensee shall then return to GROUNDSPEAK the Data and Related Materials. The parties hereby agree that all provisions that operate to protect the rights of GROUNDSPEAK and its licensor(s) shall remain in force should breach occur.
No Warranty: The Data are not warranted and Licensee expressly acknowledges that the Data contain some nonconformities, defects, or errors. GROUNDSPEAK does not warrant that the Data will meet Licensee's needs or expectations, that the use of the Data will be uninterrupted, or that all nonconformities, defects, or errors can or will be corrected. GROUNDSPEAK is not inviting reliance on these data, and Licensee should always verify actual data.
THE DATA AND RELATED MATERIALS CONTAINED THEREIN ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Exclusive Remedy and Limitation of Liability: The GROUNDSPEAK and/or licensor(s) entire liability and Licensee's exclusive remedy shall be to terminate the Agreement upon Licensee returning the Data and Related Materials to GROUNDSPEAK with a copy of Licensee's invoice/receipt and GROUNDSPEAK returning any license fees paid to Licensee.
IN NO EVENT SHALL GROUNDSPEAK AND/OR ITS LICENSOR(S) BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST SALES OR BUSINESS EXPENDITURES, INVESTMENTS, OR COMMITMENTS IN CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR USE OF THE DATA AND RELATED MATERIALS, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT GROUNDSPEAK AND/OR ITS LICENSOR(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY.
No Implied Waivers: No failure or delay by GROUNDSPEAK and/or its licensor(s) in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by GROUNDSPEAK and/or its licensor(s).
Export Regulation: Licensee acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders relating to the export of data thereto. Licensee agrees to comply with all laws, regulations, and orders of the United States in regard to any export of such Technical Data. Licensee agrees not to disclose or re-export any Technical Data received under this Agreement in or to any countries for which the United States Government requires an export license or other supporting documentation at the time of export or transfer, unless Licensee has obtained prior written authorization from GROUNDSPEAK and the U.S. Office of Export Control.
Severability: If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Governing Law: This Agreement, entered into in King County shall be construed and enforced in accordance with and be governed by the laws of the United States of America and the State of Washington without reference to conflict of laws principles. The parties hereby consent to the personal jurisdiction of the courts of this County and waive their rights to change venue.
Entire Agreement: The parties agree that this constitutes the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto.