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Latitude Geographics® GENERAL LICENSE TERMS AND CONDITIONS
<br /> (L200 10/2018)
<br /> Latitude Geographics Group Ltd.,300—1117 Wharf St.,Victoria, BC Canada V8W 1T7•Tel:(250)381-8130• Fax: (250)381-8132
<br /> ARTICLE 1. DEFINITIONS
<br /> Definitions.The terms used are defined as follows:
<br /> a. "Beta" means any alpha, beta, or prerelease Product.
<br /> b. "Data", except as otherwise provided herein, means any digital data set(s)owned by LATITUDE or its
<br /> licensor(s), including, but not limited to, geographic,vector data coordinates, raster data reports, or
<br /> associated tabular attributes.
<br /> c. "Documentation" means all of the printed and digital materials including, but not limited to, help files, user
<br /> reference documentation,training documentation, or technical information and briefings.
<br /> d. "Licensee Content"means any electronic information, including but not limited to, any data, information or
<br /> material,such as posts, comments, documents, project information, application data, user information and
<br /> account information which is submitted, created, saved, added, uploaded or made available by Licensee or
<br /> any of its authorized users to LATITUDE through the Software and/or Online Services. Licensee Content
<br /> shall not include the Software, Data and Documentation.
<br /> e. "Online Services" means the LATITUDE computing and data services, and other software services, that are
<br /> accessed over the internet and subscribed to by Licensee, including without limitation,third party software
<br /> services or data components that perform GIS functions,tasks, or data services.
<br /> f. "Ordering Document(s)"means a sales quotation, purchase order,or other document identifying the
<br /> Product(s)or maintenance and/or technical support services that Licensee orders.
<br /> g. "Perpetual License" means a license to use a version of a Product for which applicable license fees have
<br /> been paid, indefinitely, unless terminated by LATITUDE or Licensee as authorized under this Agreement.
<br /> h. "Product(s)" means the Software, Data, Online Services, and Documentation.
<br /> i. "Software" means LATITUDE's proprietary and licensed software technology, computer software code,
<br /> components, dynamic link libraries(DLLs), underlying organization, object model, and programs delivered
<br /> on any media, including any release provided in source, object, or executable code format(s), inclusive of
<br /> backups, updates, service packs, patches, hot fixes, sample code, sample application, sample extension, or
<br /> merged copies permitted hereunder, excluding the Online Services and all related software and technology.
<br /> j. "Term License" means a license or access provided for use of a Product for a limited time period("Term") or
<br /> on a subscription basis.
<br /> ARTICLE 2. INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
<br /> LATITUDE is the owner and/or authorized licensee of all intellectual property rights in the Product(s), including,
<br /> without limitation,written materials, logos, names and other support materials provided pursuant to this Agreement
<br /> and prior to the execution of this Agreement. Subject to the licenses expressly granted by LATITUDE herein,these
<br /> terms of use do not transfer from LATITUDE to Licensee any interest in the Product(s), all right,title and interest in
<br /> which remains solely with LATITUDE or its licensors.All provisions under this Agreement by LATITUDE to Licensee,
<br /> including,without limitation, the Product(s), are licensed and not sold. LATITUDE does not and has not transferred
<br /> any ownership interests in any form or manner to the Licensee. LATITUDE and its licensors own the Product(s),
<br /> which are protected by Canadian law and applicable international laws,treaties, and conventions regarding
<br /> intellectual property or proprietary rights, inclusive of trade secrets. From the date of receipt or access, Licensee
<br /> agrees to use reasonable means to protect the Product(s)from unauthorized use, reproduction, distribution, or
<br /> publication. LATITUDE and its licensors reserve all rights not specifically granted in this Agreement including the right
<br /> to change and improve Products.
<br /> ARTICLE 3. GRANT OF LICENSE
<br /> 3.1 Grant of License. Subject to the terms and conditions set forth in this Agreement, LATITUDE grants to Licensee
<br /> a personal, non-exclusive, nontransferable license to:
<br /> a. Access and use the Products, as set forth in the applicable Ordering Documents and Documentation (i)for
<br /> which the applicable license or subscription fees have been paid to LATITUDE or its authorized distributor,
<br /> and (ii) in accordance with any Exhibit(s), and the licensed configuration as authorized by LATITUDE or its
<br /> authorized distributor.
<br /> L200 10/2018 Page 2 of 13
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