1. Acceptance of Terms of Use

1.1 Acceptance

By accessing this Web Site, you agree to be bound by this Web Site and Service Terms of Use ("Terms of Use") between you and VertiGIS North America Ltd. ("VERTIGIS"), located at 300 – 1117 Wharf Street, Victoria, British Columbia V8W 1T7 Canada. As used in these Terms of Use, "Services" includes but is not limited to software; data; images, photographs, animations, video, audio, or music; text, scripts, or markup code; service packs, patches, or technical support in response to requests; web services; publicly available APIs or JavaScript libraries; documentation; or other information, electronic resource, or service provided on this VERTIGIS Web site (either collectively and/or individually).

1.2 Third-Party Content

When using the Services, you may have the opportunity to leave the VERTIGIS Web site in order to access and download additional content provided by third-parties, including software, data, and imagery, as more fully described in Article 4.3 herein. You acknowledge that third-party content is solely the responsibility of the third-party content provider. These Terms of Use do not convey to you any rights to access or use third-party content (including copying, distributing, creating derivative works from, or publicly displaying). Access and use of third-party content may require that you agree to different or separate terms, conditions, and restrictions. Agreeing to any such terms and conditions will be between you and the third-party content provider, and will not affect these Terms of Use or any separate agreements you may have with VERTIGIS.

1.3 Modifications to the Web Site or Terms of Use

VERTIGIS reserves the right to change content provided in and access to Services at any time without notice to you. This may be done at VERTIGIS's sole discretion, for any reason including but not limited to legal compliance, change in VERTIGIS policy, aesthetic or technology development, or internal business or legal considerations. VERTIGIS may also, from time to time, modify or replace these Terms of Use or Web Site Privacy Policy, which may affect your rights to use the Services provided. Modified or replaced Terms of Use or Web Site Privacy Policy will be made available to you on the VERTIGIS Web sites where the Services are provided.

You understand and agree that your accessing or use of Services after the modified or replaced Terms of Use or Web Site Privacy Policy is posted will signify your acceptance to those Terms of Use and Web Site Privacy Policy. You further understand that it is your responsibility to read the current Terms of Use or Web Site Privacy Policy - VERTIGIS will not contact you letting you know they have been modified or replaced.

2. Ownership, Grant of Rights, and Use Restrictions

2.1 Ownership

The Services provided on VERTIGIS Web sites and any content provided therein are provided to you subject to these Terms of Use. The Services may be freely available to you, but they are not in the public domain unless specified as such. VERTIGIS and third-party licensors own the Services (unless otherwise specified), which are protected by Canadian laws, United States laws and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights. These Terms of Use do not transfer any rights to redistribute, prepare derivative works from, or acquire ownership interest in Services.

2.2 Grant of Noncommercial Use of Services

You may download, view, copy, and print Services available on VERTIGIS Web sites solely for your own internal purposes, or for your own noncommercial external purposes unless otherwise specified. Services may not be reproduced or transmitted for commercial purposes, in any form or by any means, electronic or mechanical, including photocopying and recording, or by any information storage or retrieval system now known or later developed, except as expressly permitted in writing by VERTIGIS. Proper attribution to VERTIGIS must be given for any use of the Services. For the purposes of this Article 2.2, "Noncommercial Use" means Your authorized use of the Services wherein you provide the Services to third parties at no charge, and that You and/or Your third party customers do not generate income, promote the generation of income, promote the generation of income, or any other means of commercial advantage or private financial gain from such use. VERTIGIS reserves the right to determine if Your use of Noncommercial Services that access through ArcGIS Online qualifies as a no charge Noncommercial Use, or as a Commercial Use that requires a separate license and license fee. VERTIGIS may at any time, and at its sole discretion, change, alter, or discontinue the various services provided to You or any third party customer accessing these free services.

2.2.1 Grant of Commercial Use of the Services. Upon Your payment to VERTIGIS of the applicable license fee(s) and Your acceptance of this Agreement, You may access, download, view, copy, and print Services available on VERTIGIS Web sites, for Your Commercial Use. As a condition of this grant of Commercial Use license, You agree to have in place a license agreement with Your third party customers the terms of which protect the Intellectual Property rights of VERTIGIS and its licensor(s). You shall maintain accurate business records, including accurate transactions records, of any such Commercial Use licenses which VERTIGIS may audit upon reasonable written notice to You. On or before the renewal date of Your authorized Commercial Use, You shall provide such written transaction records to VERTIGIS. For the purposes of this Article 2.2.1, "Commercial Use" means Your authorized use of the Services wherein You provide the Services to third parties through transactions that You and/or Your third party customers generate income, promote the generation of income, or any other means of commercial advantage or private financial gain from such use.

Inquires regarding additional uses not provided herein may be submitted to VERTIGIS through a Copyright information or Permissions request.

2.3 Improper Use of Services

Any rights not granted herein or otherwise agreed to in writing between you and VERTIGIS are prohibited. In particular, you may not (or attempt to) (a) access Services or resources not made available to you through a standard web browser or VERTIGIS products; (b) reverse-engineer, decompile, access, or hack VERTIGIS Services not made readily available to you (without consideration given to how reasonable the means used are to keep such secure); (c) use Services in such a manner as to adversely affect VERTIGIS's commercial interests; (d) alter, obstruct, or remove any proprietary rights notices provided with the Services; (e) manually or systematically harvest information contained within the Service; or (f) use Services in for illegal, improper, or inappropriate purposes (including but not limited to defamation or harassment of others; distribution of obscene or indecent material; stalking; or distribution of content in violation of the proprietary rights of others). Any of the foregoing, whether merely attempted or successfully executed, is a material breach of these Terms of Use.

2.4 Trademarks and Logos

"Latitude Geographics", “Geocortex”, and other marks used in this Web site are trademarks or registered trademarks of VertiGIS North America Ltd. Other names appearing on this VERTIGIS Web site may be trademarks or registered trademarks of their respective trademark owners. These marks may only be used where authorized by VERTIGIS or permitted by law. Any use not authorized by VERTIGIS shall be considered a material breach of these Terms of Use. Additional information regarding VERTIGIS's Copyrights and Trademarks may be found online.

2.5 Third-Party Data and/or Imagery Licensing Terms and Use Restrictions

Services provided by VERTIGIS Web sites may contain third-party data and/or imagery. Use of third-party data and/or imagery may be subject to such third party's License Agreement or additional use restrictions. You are responsible for compliance with all applicable third party license agreement(s). Third party Use Restrictions may be provided with the data (such as with metadata) or under VERTIGIS's Use of Data Restrictions. The third party license agreement(s) and any applicable use restrictions may be modified by VERTIGIS from time to time and it is your responsibility to check for updates to these license agreements or use restrictions. If a modification to any third party license agreement or use restrictions is unacceptable, you may cancel your access upon written notice to VERTIGIS or discontinue use of the Service, as applicable. Continued use of the Service will be deemed acceptance of any modifications.

2.6 Sharing of Your Content

In the event You desire to make use of the content sharing features by uploading or publishing any of Your development code, data and/or imagery to a VERTIGIS Web site, You hereby grant VERTIGIS a nonexclusive, revocable, royalty free, worldwide limited license (i) to use, store, cache, copy, reproduce, (re) distribute, and (re) transmit Your code, data and/or imagery that is made available to end users, and (ii) where applicable, to provide end users a hypertext reference link from the system to the end user's map services at a specific URL containing Your registered data and/or imagery and services, and (iii) to provide Your registered data and/or imagery and publishing services to an end user's web browser as intended by the system. Moreover, you grant all end users of the system the right to access and use your data and/or imagery and map services subject to any of Your Terms of Use, License Agreements, or meta data file information that you will provide when Your data and/or imagery is registered for use on the system.

2.7 Use for Certain Services, Requirement of Notice

Unless provided for in a separate agreement between you and VERTIGIS, any Services consisting of source code, scripts, publicly available Web-based libraries (such as JavaScript™ libraries), APIs (such as Geocortex Essentials APIs), or other Services used in application or Web site development should reference VERTIGIS and these Terms of Use in a manner adequate to (a) make the ownership of the Service clear and (b) reference these Terms of Use. For instance, when referencing JavaScript libraries in a Web page, a comment should be included adjacent to the reference to the library providing:

The Geocortex JavaScript API is owned by VertiGIS and is used subject to the Terms of Use.

Please contact VERTIGIS if you are unsure how to give proper attribution.

2.8 Copyright Policy

VERTIGIS's copyright policy is to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to take down allegedly infringing materials and/or terminate the accounts of repeat infringers, as applicable.

Privacy and Personal Accounts

3.1 Web Site Privacy Policy

VERTIGIS may request certain information, configuration data, or personal information to access select Services or to provide support through this Web site. VERTIGIS will collect and use this information in accordance with our Web Site Privacy Policy. You agree to the use of this information in accordance with the Web Site Privacy Policy.

3.2 Passwords and Account Information

Some parts of this VERTIGIS Web site may require you to create and use a personal account to access the Services provided. You are responsible for maintaining the confidentiality of the password for your personal account and are fully responsible for all activities that occur under your personal account unless access to your account number, account name, or password was obtained through no fault or negligence of your own. You agree to the following:

3.2.1 You will provide truthful and accurate information at all times when using Services provided on VERTIGIS Web sites;

3.2.2 You understand that using a false or incomplete name or e-mail address, impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity will result in immediate removal of your personal account and termination of any rights provided herein;

3.2.3 You will use the Services for your individual use, and the account's name and e-mail address must be specific to you - personal accounts may not be shared with other users;

3.2.4 You understand that sharing account information or allowing others to access your account will result in removal of your personal account;

3.2.5 You will notify VERTIGIS of any unauthorized use of your password or account or any other breach of security as soon as you become aware of such use or breach; and

3.2.6 You will log off from account at the end of each session.

VERTIGIS shall not be liable for any loss or damage arising from your failure to comply with this section.

3.3 Termination of Personal Account

VERTIGIS reserves the right to monitor use of VERTIGIS Web sites. VERTIGIS reserves the right to suspend or cancel your account or access to VERTIGIS Web sites at any time, or take any other appropriate measures in our legal capacity to enforce these Terms of Use. If you have your personal account removed from VERTIGIS Web sites for not following these Terms of Use, you may not be allowed to return or create a personal account in the future.

Exclusion of Warranties and Limitation of Liability

4.1 Exclusion of Warranties

THE SERVICES PROVIDED ON THIS VERTIGIS WEB SITE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN PARTICULAR, YOU UNDERSTAND THAT VERTIGIS AND ITS AFFILIATES DO NOT WARRANT OR REPRESENT THAT THE SERVICES PROVIDED IN THIS VERTIGIS WEB SITE WILL BE:

4.1.1 AVAILABLE TO YOU UNINTERRUPTED IN A SECURE FORM;

4.1.2 ACCURATE OR FREE FROM ERROR; OR

4.1.3 FIT TO USE IN YOUR APPLICATION, FOR YOUR PURPOSES, OR ACCORDING TO YOUR REQUIREMENTS OR NEEDS.

VERTIGIS IS UNDER NO OBLIGATION TO CORRECT ANY ERRORS OR INCONSISTENCIES IN THE SERVICES.

4.2 Limitation on Liability

VERTIGIS SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATED TO YOUR DECISION TO ACCESS AND USE ANY OF THE SERVICES PROVIDED ON THE VERTIGIS WEB SITE, EVEN IF VERTIGIS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

4.3 Links to Third-Party Sites

Many links on VERTIGIS Web sites link to Web sites owned and operated by third-parties. These Web sites are not under VERTIGIS's control and VERTIGIS is not responsible for information (regardless of how it is transmitted or received) or services provided by third-party Web sites. Any links to third-party Web sites provided on VERTIGIS Web sites do not imply an endorsement, affiliation, or sponsorship of any kind and do not represent warranties of the quality of services provided by such third-parties.

Term and Termination

5.1 Term

These Terms of Use shall continue to apply until terminated by you or VERTIGIS. Termination may only occur as provided in this section.

5.2 Termination by You

You may terminate these Terms of Use by (a) sending a letter to the address provided herein, Attn: Contracts and Legal Services, expressing clearly in English your desire to terminate these Terms of Use ("Termination Letter") and (b) ceasing and discontinuing your use of all Services on or before sending the Termination Letter to VERTIGIS. Continued use of the Services after sending the Termination Letter constitutes your acceptance and agreement to these Terms of Use.

5.3 Termination by VERTIGIS

VERTIGIS may terminate these Terms of Use if:

5.3.1 You have breached the terms and conditions provided in these Terms of Use through either your action or inaction;

5.3.2 You have breached an agreement you have with VERTIGIS relating to the use of VERTIGIS products or services;

5.3.3 VERTIGIS discontinues the Services on which these Terms of Use are based; or

5.3.4 VERTIGIS, at its sole discretion, believes that it is in VERTIGIS's best commercial interest to terminate these Terms of Use.

5.4 Effects of Termination

Upon termination of these Terms of Use, all rights and obligations owed by the parties shall cease except for those set forth in Sections 2, 3, and 5. Those rights and obligations shall continue indefinitely.

Export Compliance

With the exception of Cuba, You may not access, upload, download, use, or export Services provided on the VERTIGIS Web site in violation of Canadian or U.S. Export Control laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any Canadian, United States or foreign agency or authority and not to directly or indirectly provide or otherwise make available Services in violation of any such restrictions, laws, or regulations, or without all necessary approvals. Specifically prohibited is the use of any Services for the development, design, manufacture, or production of nuclear, chemical, or biological weapons of mass destruction. As applicable, you shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your own use of the Services outside the United States. Neither the Services nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, (a) with the exception of Cuba, to any country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By agreeing to these Terms of Use, you agree to the foregoing and represent and warrant that you are not located in or under the control of, or are not a national or resident of any such country or on any such list.

General Terms

7.1 No Implied Waivers

The failure of either party to enforce any provision of these Terms of Use shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.

7.2 Severability

The parties mutually agree that if any provision of these Terms of Use is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.

7.3 Language

You agree that the English language version of these Terms of Use shall govern their interpretation. Any versions provided in a language other than English are provided for convenience only. Any inconsistencies or contradictions shall not affect the interpretation of the English language version.

7.4 Successor and Assigns

You shall not assign or otherwise transfer your rights or delegate your duties under these Terms of Use without VERTIGIS's prior written consent. Any attempt to do so without VERTIGIS's consent shall be void.

7.5 Governing Law, Dispute Resolution

The laws of the Province of British Columbia govern your relationship with VERTIGIS under these Terms of Use and shall be construed according to those laws without regard to conflict of laws principles. The parties agree to attempt in good faith to negotiate any conflict arising under these Terms of Use. The parties agree to submit to the exclusive jurisdiction of the provincial and federal courts located in the Province of British Columbia any and all disputes not resolved within 30 days of notice. Notice to VERTIGIS shall only be proper if made by certified mail at the address provided herein.

7.6 Equitable Relief

You agree that your breach of these Terms of Use may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, VERTIGIS shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or undertaking or proving injury as a condition for relief.

7.7 Government Users

These Terms of Use strictly govern government users' use, reproduction, or disclosure of the Services, which are considered "commercial services." No other terms or conditions shall apply unless expressly agreed in writing between you and VERTIGIS. All rights to the Services are reserved under copyright laws of Canada and the United States.

7.8 Integration

These Terms of Use constitute the sole and entire agreement between the parties relating to your use of the Services; supersede any previous agreements, understandings, and arrangements unless otherwise agreed to in writing by an authorized representative of each party; and, completely replace any existing agreements between the parties related to your use of the Service.