End User License Agreement
This End User License Agreement (“Agreement”) is an agreement between you, the licensee hereunder (the “Licensee”), and Land Data Images, LLC (“LDI”), regarding the Land Data Images document database and website. The Licensee and LDI may be jointly referred to as the “Parties” herein.
By clicking “Get Access”, the Licensee is accepting the terms of this Agreement. If these terms are not acceptable, the Licensee should not sign up for, access, or use any portion of the Database, in which case no fee will be charged with regard to Licensee. In that case, if the Licensee has paid any amounts in advance to LDI, the Licensee should contact LDI for a refund.
The “Database” as defined herein is the Land Data Images document database (however accessed, whether through an Internet browser on the web site LandDataImages.com, mobile device application, or otherwise) and the related software (including any mobile application), indices, documents, instruments, and other materials provided by LDI therewith, including, updates, revisions, modifications, additions, corrections and fixes thereto, and all Added Products (as defined below) for which a license is separately acquired by the Licensee.
- License. During the Term (as defined in Section 11.a below), and for so long as the Licensee is in compliance with all obligations set forth in this Agreement, LDI grants the Licensee a non-exclusive, non-transferable, revocable, and limited license to access and use the Database within its organization, for the internal purpose of conducting its own business activities. The Database may only be accessed and used by those individuals who are employees or representatives of the Licensee, and the terms of this Agreement apply to such individual’s usage. All other access and usage of the Database, and access or usage by any other person is strictly prohibited. The Licensee acknowledges that it will be provided with access to and use of the Database online, and that the Licensee is not being granted the right to copy such Database to its own computer systems or devices, although Licensee may download individual image files for its own business activities. Notwithstanding the foregoing, if LDI provides a mobile application as part of the Database, that mobile application may be downloaded onto the Licensee’s devices.
- Subscription Fees. In consideration for this license, the Licensee shall pay to LDI Subscription Fees based on the subscription tier selected by the Licensee as set forth in that separate applicable Subscription Page or other pricing terms set forth on LandDataImages.com or otherwise provided by LDI (the “Subscription Page”). The Subscription Fees are due on a monthly basis in advance for each month during the Term via online payments processed through Stripe.com. LDI reserves the right to change its procedures to charge or invoice on a different basis or schedule. Any changes in relation to the Licensee’s credit card must be updated through the Stripe.com system in advance of the due date of a fee or other payment. The amount of the monthly Subscription Fees will depend on the subscription tier that Licensee joins, which vary depending on the types of materials the Licensee desires to access and the number of images Licensee desires to view, and other facts that may be set forth from time to time in the Subscription Page. If the Licensee desires to access images in excess of those permitted under its current subscription tier, it will be required to pay the Subscription Fee for the applicable higher tier. LDI also offers a free low tier subscription and may at its discretion grant Licensee a preliminary test or demonstration use of the Database at a reduced fee or no fee, in which case this Agreement still applies except that no Subscription Fees are due. LDI may suspend or terminate the Licensee’s license, use of, and access to the Database at any time that a credit card payment is not honored. Any fees or other payments that come due that are not made by the applicable due date will accrue interest at the rate of the lower of 1.5 percent of the outstanding balance per month or the maximum rate allowed at law. The fees set forth in the Subscription Page are subject to change by LDI. LDI may make the changes by modifying the Subscription Page or the pricing information in the Database or LandDataImages.com website, or by otherwise notifying the Licensee, and such pricing changes shall be deemed effective immediately as of the date of such change or notice, unless LDI designates a later date of effectiveness.
- Updates. The license grants the Licensee the right to use the Database during the Term as initially provided to the Licensee and any updated versions of the same Database that are released by LDI, for so long as the applicable ongoing Subscription Fees and other required amounts are paid.
- Added Products. LDI may provide additional units of or ancillary products of the Database providing additional or increased capabilities or functions (“Added Products”) from time to time. The Licensee has the option to acquire a license to such Added Products as part of the Database for an additional Subscription Fee or other payment and terms, which may be set forth in the Subscription Page or a separate page or documentation. LDI shall have the authority to designate whether a particular development or item is an updated version of the Database (which is included in the original license under Section 3 above), or an Added Product (which must be separately licensed as specified in this Section), in its discretion. This Agreement will apply to any Added Products licensed by the Licensee, which shall be deemed part of the Database.
- Database Operation Assistance. On its LandDataImages.com web site or another location it designates, LDI will provide online help resources for the operation of the Database. In the event that the online resources do not adequately resolve questions or issues that the Licensee may have, LDI will make its representatives available by telephone and/or e-mail, upon the reasonable request of the Licensee and during normal business hours, to provide guidance and discuss matters related to the Database and its operation. This assistance will be subject to the availability of LDI’s representatives.
- Service and Downtime. The Licensee acknowledges that some or all of the Database will be stored on servers of LDI or its third party hosting companies, and therefore the Licensee’s use of the Database requires Internet connectivity and connection to those servers for operation. The Database may not be compatible with or available for all computer systems and devices. The Licensee should visit LandDataImages.com or contact LDI to determine specific requirements for systems and devices using the Database, which requirements may change from time to time. LDI will use commercially reasonable efforts to make the Database available at all times through its servers, to restrict maintenance to occur during non-peak hours, and to provide the Licensee with notification of scheduled downtime. The Licensee agrees that occasional downtime, updates and maintenance are sometimes required during its business hours, which may block access or impair responsiveness and accessibility. The Licensee further agrees that the Database may also be unavailable due to emergency downtime to protect the system, back-up data, or because of force majeure events. Availability of the Database at all times is subject to the Licensee’s maintenance of its interface and connectivity to the Internet.
- Licensee Actions. Defects due to the following by the Licensee are not considered downtime under this Agreement, and the Licensee acknowledges that these events may cause further unavailability or impairment of the Database: (i) negligence, errors, misuse, modification or damage to the Database; (ii) failure to use defect corrections, enhancements, updates or workarounds; (iii) use combined with products, information, third-party software or an interface not provided by LDI; (iv) defects in quality or integrity of data from other systems, or in hardware, software or equipment not part of the Database, or which is not operating according to manufacturer specifications; and (v) failure to maintain proper connectivity. Any actual costs to LDI for investigation and repair of issues that relate to the foregoing issues, including a reasonable fee for its employees’ and agents’ time, shall be paid by the Licensee.
- The Licensee’s Data; Security.
- Any data of the Licensee entered into the Database will remain the property of the Licensee, but the Licensee grants LDI a license to access, copy, distribute, store, transmit, and reformat the Licensee’s data solely as required for the purpose of providing the services to the Licensee under this Agreement. LDI and its third party hosting companies follow commercially reasonable security measures, which may include firewalls, virus screening, logon IDs, passwords, intrusion detection, periodic reporting, security patches and virus definitions. LDI, itself or through its third party hosting companies, routinely backs up information, and archives and holds data in secure storage. Internal security policies of LDI, or any hosting company it engages, will address data retention and destruction to balance privacy, integrity, access controls, storage, cost management, and legal requirements. Loss of the Licensee’s data may occur and the Licensee should provide for additional back-up storage of its original data. The Licensee acknowledges and agrees that no method of transmission over the Internet, or method of electronic storage, is 100 percent secure. Therefore, while LDI strives to use commercially acceptable means to protect the Licensee’s data, LDI cannot guarantee or warrant its absolute security. In addition to the data entered by the Licensee into the Database, LDI may store information on its or its hosting companies’ servers regarding the Licensee’s usage of the Database, including common information or selections made by the Licensee, to expedite the Licensee’s usage of the software.
- Data may be stored on servers located in the United States or any other country in which LDI or its third party hosting companies maintain facilities. The Licensee consents to any such transfer of information outside of the Licensee’s country.
- LDI may access and/or disclose the Licensee’s data if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on LDI; (b) protect and defend LDI’s rights or property, including to the Database; or (c) act under exigent circumstances to protect the personal safety of users of the Database or the public.
- Specific Prohibited Uses.
- The Licensee, each Authorized User, and any other party acting on the Licensee’s behalf may not (i) use the Database in any manner that could damage, disable, overburden, or impair the Database or interfere with a third party’s use of the Database; (ii) modify, decompile, disassemble or otherwise reverse engineer the Database; (iii) prepare derivative works of the Database or any portion thereof; (iv) copy or duplicate the Database, or allow anyone else to do so, except as necessary to access the Database or install any mobile application included in the Database; (v) download any portion of the Database from the Internet to its computer systems and devices, except that individual image files may be downloaded for use in Licensee’s business and any mobile application offered by LDI as part of the Database may be downloaded by the Licensee; (vi) remove any product identification or labeling from any element of the Database; (vii) permit any party other than an Authorized User access or use the Database; or (viii) use the Database for any illegal purpose or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, obscene, or is otherwise objectionable or reflecting negatively on LDI. The Licensee is solely responsible for protecting its unique username and password for accessing the Database and will be responsible for all activities performed under that user account.
- Retrieving information with robots or by any other automated means, or by any other method of accessing or using the data and services provided in the Database other than through the methods provided in the Database is specifically prohibited. The following are examples, which are not intended to be an exhaustive list, of prohibited actions: (i) screen scraping text data; (ii) pulling images from the Database (in any format) to avoid the charge for an authorized version of the same image; and (iii) framing of the Database by another website. These actions are specifically prohibited unless the prior written consent of LDI is obtained.
- Certification and Audit. Upon the request of LDI, the Licensee agrees to provide a declaration signed by an authorized representative certifying its representatives who are using the Database. Upon the request of LDI, a representative of LDI shall be permitted to audit and visit the Licensee’s premises to inspect its use of the Database to confirm that it is complying with this Agreement.
- The term for this Agreement will commence when the Database is initially accessed or used by Licensee and continue until terminated in accordance with this Agreement (which period is referred to in this Agreement as the “Term”).
- Upon termination, Licensee shall be responsible to pay any Subscription Fees and other amounts due to LDI accrued but not yet paid as of the date of termination, within 20 days of an invoice from LDI. If the Licensee has made a payment in advance for any period that had not yet commenced as of the effective date of termination, LDI shall refund the Licensee with such amounts. Otherwise, no amounts paid in advance by the Licensee to LDI (including for any partial periods as of the date of termination) shall be refundable. Every section of this Agreement that by its terms is intended to survive expiration and/or termination of the license, including but not limited to Sections 8.c, 9, 11.c, 11.d, 12, 13, 14, 15, 16, 17, 18, and 25 shall survive the expiration or termination of the license for any reason. Otherwise, following termination, the Parties shall have no further obligations to each other.
- Upon termination of the license, LDI may immediately terminate the Licensee’s access to and use of the Database. The Licensee shall delete from all of the Licensee’s computer systems and devices any mobile application version of the Database installed thereon. The Licensee shall no longer be entitled to access or use the Database for any reason, including to retrieve any data entered into the Database. The Licensee acknowledges that such data may be destroyed upon the termination of this Agreement.
- Ownership of Intellectual Property Rights. The Database is proprietary to LDI and LDI reserves all rights to the Database not expressly granted herein. This Agreement does not grant the Licensee an ownership interest in or to the Database. All right, title, and interest in and to the Database, including all associated intellectual property rights (such as all patent rights, copyrights, trademarks, service marks, related goodwill, and confidential and proprietary information rights) in the Database, are and shall remain with LDI. The Database does not constitute a “work made for hire” under 17 U.S.C. § 101. The Database is protected by trade secret laws, copyright laws, and international copyright treaties, as well as other intellectual property laws and treaties. The Licensee shall not undertake to patent, copyright, or otherwise assert proprietary rights to the Database or any portion thereof. LDI represents that it has the right to license the Database to the Licensee. Nothing contained in this Agreement shall be deemed to give the Licensee any right, title, or interest in LDI’s name, trademarks, service marks, logos, or other brand identifications. If the Licensee develops or improves, or suggests developments or improvements for, any aspect of the Database or any other intellectual property of LDI, the development or improvement will inure to the benefit of LDI, will be owned by LDI as a part of the Database and its intellectual property, and may, in LDI’s sole determination, be made available to other licensees of LDI.
- Confidentiality. The Licensee acknowledges that the source code, techniques, algorithms, processes, and selection and organization of content contained in the Database constitute valuable trade secrets and/or confidential information of LDI, and the Licensee agrees to maintain the confidentiality of the Database and, in particular, to restrict access to and use of the Database to the Licensee and its authorized representatives who agree to use the Database in accordance with the terms hereof by accepting this Agreement. The Licensee shall keep confidential and use its best efforts to prevent and protect the Database from unauthorized disclosure or use. The Licensee shall immediately inform LDI in writing if any employee or agent of the Licensee violates the terms and conditions of this Section, or if the Licensee learns of any actual or possible unauthorized disclosure of the Database or any portion thereof.
- Prohibition on Transfer and Resale. Neither the Licensee nor any other party acting on the Licensee’s behalf may transfer, resell, distribute, rent or otherwise sub-license the Database, in its original or any modified form, alone or in a manner incorporated into any other product or software. Any attempt to do so is deemed void.
- Disclaimer of Warranty.
- THE DATABASE IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE DATABASE IS WITH THE LICENSEE. LDI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE REGARDING THE DATABASE; AND ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING (WITHOUT LIMITATION) ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED BY LDI. LDI DOES NOT WARRANT THAT THE DATABASE WILL MEET THE LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE DATABASE WILL BE UNINTERRUPTED OR ERROR FREE. LDI DOES NOT WARRANT THAT THE DATABASE, INCLUDING ANY MOBILE APPLICATION INCLUDED IN THE DATABASE, WILL BE COMPATIBLE WITH THE LICENSEE’S COMPUTER SYSTEMS OR DEVICES.
- THE SOURCE OF THE CONTENT OF THE IMAGES, INDICES, AND ANY OTHER DATA INCLUDED IN THE DATABASE IS THE GOVERNMENT OFFICE RESPONSIBLE FOR THE RECORDING OF SUCH INFORMATION, AND MAY BE ACQUIRED BY LDI DIRECTLY FROM THE GOVERNMENT OFFICE OR THROUGH A THIRD PARTY DATA PROVIDER OF SUCH DATA. LDI DOES NOT VERIFY THE INFORMATION CONTAINED IN SUCH CONTENT, AND DOES NOT WARRANT THAT THE INFORMATION AVAILABLE IN THE DATABASE IS ENTIRELY CURRENT, COMPLETE, OR ACCURATE AT ANY GIVEN TIME. LICENSEE HEREBY WAIVES ANY CLAIM AGAINST LDI FOR ANY ERROR OR OMISSION IN THE CONTENT IN THE DATABASE. LDI AND ITS THIRD PARTY DATA PROVIDERS BEAR NO RESPONSIBILITY FOR THE INTEGRITY OR ACCURACY OF THE DATA CONTAINED, EITHER IN ITS FORM INITIALLY PROVIDED OR AS MODIFIED OR REFORMATTED FOR PURPOSES OF THE DATABASE. THE USE OF ANY TRADEMARKS, LOGOS, OR OTHER IDENTIFICATION OF GOVERNMENT OFFICES OR THIRD PARTY DATA PROVIDERS DOES NOT IMPLY THAT SUCH PARTY SUPPORTS OR ENDORSES ANY USE MADE BY LDI OF SUCH DATA OR ANY OTHER ACTIVITY OF LDI.
- Limitation of Liability. IN NO EVENT SHALL LDI OR ITS AGENTS OR EMPLOYEES BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN CONTRACT, IN TORT, IN NEGLIGENCE, OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF USE, INFORMATION, GOODWILL, PROFIT, WORK STOPPAGE, DATA, BUSINESS OR REVENUE, FOR UNAUTHORIZED DISCLOSURE OF DATA, OR BASED ON ANY VIRUSES OR OTHER CORRUPTION OF LICENSEE’S COMPUTER SYSTEM) ARISING OUT OF THE USE OF, OR INABILITY TO USE THE DATABASE, OR ARISING OUT OF ANY DEFECT IN ANY ASPECT OF THE DATABASE OR ANY ERROR OR DEFECT IN THE CONTENT OF THE DATABASE, EVEN IF LDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. LDI IS ALSO NOT LIABLE FOR DAMAGE DONE TO OR CAUSED BY THIRD PARTY PRODUCTS USED IN CONJUNCTION WITH THE DATABASE. IN ANY EVENT, THE ENTIRE LIABILITY OF LDI FOR ANY MATTER WITH RESPECT TO THE DATABASE OR THIS AGREEMENT SHALL BE LIMITED TO THE SUBSCRIPTION FEE PAID BY THE LICENSEE FOR THE DATABASE DURING THE 12 MONTHS PRIOR TO THE LAST OF THE EVENTS CAUSING THE ALLEGED DAMAGE.
- Indemnification. The Licensee agrees to indemnify, defend, and hold LDI and its subsidiaries and affiliated companies and their shareholders, officers, directors, agents, employees and attorneys, harmless for any losses, claims, or damages, including without limitation, reasonable attorneys fees, however arising, including without limitation, through negligence, arising out of or in connection with the use or misuse of the Database, or any portion thereof or content therein, or any breach of this Agreement.
- Remedies. If the Licensee attempts to use, copy, license or convey the Database, the confidential information therein, or any portion thereof in a manner contrary to the terms of this license or in derogation of LDI’s proprietary rights, whether as explicitly herein stated, determined by law, or otherwise, LDI shall have, in addition to any other remedies available to it, the right to injunctive relief enjoining such action, the Licensee hereby acknowledging that other remedies are inadequate.
- Amendments. LDI may, in its sole discretion, establish modified terms of this Agreement to govern the continued use of the Database following the initial date of this Agreement and the license, which terms shall be binding on the Licensee. Such updated terms and conditions shall be provided to the Licensee by e-mail or displayed upon further use of the Database. Continued use of the Database shall constitute acceptance of such amendments.
- Registration Information. Licensee agrees that all information provided by Licensee as part of its registration for the Database and the license is current, truthful, and complete. LDI may terminate the license granted hereunder at any time any such information provided by Licensee, including any contact information, is or becomes inaccurate.
- Taxes. The Licensee is responsible for all taxes imposed in connection with the license to the Licensee of Database or services or which LDI may incur in respect of the license of the Database (except taxes imposed on LDI’s income) including all import duties, customs fees, levies or imposts, and all sales, use, value added, gross receipts or other taxes of any nature and any penalties, interest and collection or withholding costs associated with any of the foregoing items. All such amounts are in addition to other amounts payable hereunder.
- Force Majeure. LDI shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from an act of force majeure, including acts of God, war, riot, natural disaster, terrorism, or any other causes beyond the reasonable control of LDI; provided, that, in order to be excused from delay or failure to perform, LDI must act diligently to remedy the cause of such delay or failure.
- Miscellaneous. Any provision of this Agreement which is unenforceable or invalid or the inclusion of which would affect the validity, legality or enforcement of this Agreement shall be modified so as to conform to applicable law or if the same cannot be modified to conform with applicable law, shall be of no effect, but all remaining provisions of this Agreement shall remain in full force and effect. Each of the Parties hereto is an independent contractor engaged in the operation of its own respective business and neither Party shall have any authority to enter into any contract, assume any obligations or make any warranties or representations on behalf of the other party. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Upon written notice to the Licensee and at no additional cost to LDI, LDI may assign or transfer this Agreement, and any or all of LDI’s or LDI’s rights and obligations hereunder, to any party. The obligations of LDI under this Agreement run only to the Licensee but not to its customers or any other persons. Under no circumstances shall any affiliate, customer of the Licensee or any other person be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement.
- Choice of Law; Forum Selection. The Parties hereby agree that this Agreement and the license shall be interpreted under and governed by the laws of the State of Colorado, U.S.A., without reference to its conflict of law rules. Except for actions for injunctive relief under Section 18, which LDI may bring in a court of competent jurisdiction, any and all controversies, disputes or claims between LDI, its subsidiaries and affiliated companies or their shareholders, officers, directors, agents, employees and attorneys (in their representative capacity); and the Licensee arising out of or related to this Agreement or the validity hereof shall be submitted for arbitration on the demand of any involved party. Such arbitration proceedings shall be conducted in Denver, Colorado, will be submitted to the American Arbitration Association (“AAA”), and will be heard by one arbitrator in accordance with the then current rules of AAA applicable to commercial arbitration. Any arbitration award shall be based on established law and shall not be made on broad principles of justice and equity. All jurisdictional issues will be decided by the arbitrator. The prevailing party in any action to enforce any provision of this Agreement shall be entitled to recover all costs and attorneys’ fees incurred in connection with the action.
- Third Party Web Sites and Database; Payment Processing. The Database may contain links to software, applications, content, and web sites of third parties not controlled or operated by LDI, including those of other private entities and organizations. Licensee acknowledges and agrees that when it follows such a link, it is then subject to the terms for such new software, application, or web site. Any links are provided solely for the Licensee’s convenience, and LDI does not endorse the content or operator of any third party software, application, or web site. Further, content of third parties, including advertisements and hyperlinks, may appear on the Database. LDI makes no warranty or representation of any kind as to the accuracy, currency, or completeness of any information contained in any linked third party software, application, or web site or the content therein, and the Licensee agrees that LDI will have no liability for any damages or injuries of any kind arising from the operation, content, or information on such software, application, or web site.
The Licensee may acknowledge its acceptance of the terms of this Agreement by clicking that it accepts this Agreement via the "Get Access" button on the register page. Otherwise, the Licensee should not sign up for, access, install, or use any portion of the Database. In that case, if the Licensee has paid any amounts in advance to LDI, the Licensee should contact LDI for a refund.
If the Licensee is a business entity, then the individual accepting on its behalf represents that it has authority to bind such entity to this Agreement.