Your use of SpatialKey’s Service is subject to the terms of this legal agreement between you and SpatialKey, as amended from time to time. Your right to use the Service is also is subject to the continuing effectiveness of the Master License Agreement between SpatialKey and Master Licensee under which you are given the right to use the Service.
Map data, geocoding and related resources are provided for planning purposes only. Map data may contain information which is outdated, incorrect or otherwise not accurate and therefore you should exercise extreme caution when using this data.
Grant to You. SpatialKey, Inc., a Delaware corporation (“SpatialKey”) grants you (the person or entity to which access to the Service is provided hereunder) (“you”) the personal, worldwide, non-exclusive, terminable right to use this SpatialKey Service (the “Service”) solely for your use under a Master License Agreement (the “Master License Agreement”) between SpatialKey and the other signatory to the Master License Agreement (the “Master Licensee”). You may not (and you may not permit anyone else, on your behalf or otherwise, to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the software used to provide the Service or any part thereof, unless this is expressly permitted or required by law or expressly permitted hereunder. You agree not to access (or attempt to access or authorize any other party to access) the Service by any means other than through the interface(s) that are provided by SpatialKey, unless you have been specifically allowed to do so in a separate written agreement executed by SpatialKey. You further agree not to use the Service in violation of SpatialKey’s standards of conduct, which can be found at https://www.spatialkey.com/terms/conduct.cfm.
Grant to SpatialKey. By submitting materials through the Service you give SpatialKey an irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any such materials which you submit, post or display on or through, the Service as authorized under the Master License Agreement. For avoidance of doubt, SpatialKey does not claim ownership of your submissions as a result of your use of the Service, and has no rights to use your submissions other than in connection with providing the Service to (or on behalf of) you or under the Master License Agreement. You represent and warrant to SpatialKey that you have all the rights, power and authority necessary to grant the above license.
You may voluntarily provide (in connection with use of the Service, use of our products or otherwise) suggestions, comments or other feedback to us with respect to items or information provided by us on the Service or otherwise. We are not required to hold such feedback in confidence, and such feedback may be used by us for any purpose without obligation of any kind.
Privacy Policy; Use Of Personally Identifiable Data. Information, including personally identifiable data, collected about you by the Service is subject to our Privacy Policy. For more information, see our Privacy Policy at www.spatialkey.com/terms/privacypolicy.cfm. Your use of the Service means you consent to the collection and use (as set forth in the Privacy Policy) of information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by us and our affiliates.
Ownership. SpatialKey (or SpatialKey’s licensors) own all legal right, title and interest in and to the Service, including any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
NO WARRANTY. THE SERVICE (INCLUDING ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICE) IS MADE AVAILABLE “AS IS, AS AVAILABLE”. SPATIALKEY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATING TO THE SERVICE OR SUCH MATERIALS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY. IN NO EVENT SHALL SPATIALKEY (OR ANY OF SPATIALKEY’S SUPPLIERS OR LICENSORS) BE LIABLE TO YOU FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, TORT OR ANALOGOUS DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF (OR INABILITY TO USE) THE SERVICE, WHETHER OR NOT SPATIALKEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPATIALKEY’S LIABILITY RELATING HEREUNDER IS SOLELY TO THE MASTER LICENSEE AND AS LIMITED UNDER THE MASTER LICENSE AGREEMENT.
Termination. SpatialKey may, at any time, stop (permanently or temporarily) providing the Service (or any features within the Service) to you or to users generally at SpatialKey’s sole discretion, and/or terminate this Agreement or all or some of your rights under this Agreement if: you have breached any provision of this Agreement, including violating any of the restrictions in the code of conduct referred to above and found at https://www.spatialkey.com/terms/conduct as amended from time to time (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement or such code of conduct); or SpatialKey is required to do so by law (for example, where providing you access to the Service may be, or become, unlawful); or the Master Licensee has terminated its relationship with SpatialKey or ceased to offer the Service to you or the Master License Agreement otherwise permits such action.
Upon any termination of this Agreement, your right to use the Service terminates, but all other provisions of this Agreement continue to apply to both parties even after termination. If SpatialKey disables access to your account, you may be prevented from accessing the Service, your account details or any materials or information which is contained in your account.
Amendment. SpatialKey may desire to make changes to this Agreement from time to time to update it, for example to add references to different products and services, and such changes may be made accordance with any one of the following procedure:
(a) A modification, amendment, or waiver of any provision of this Agreement shall be effective if in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted; or
(b) SpatialKey and the Master Licensee may by agreement between them specify amended or updated terms that apply to your use hereunder.
In each such case, SpatialKey will make a new or modified copy of this Agreement available to you as part of your use of the Service and require you to accept it as a condition to the provision of the new or updated Service. Your failure to accept such amended terms will result in termination of your right to use the Service.
Other. This Agreement, and your relationship with SpatialKey under this Agreement, shall be governed by the laws of the State of Colorado without regard to its conflict of laws provisions. You and SpatialKey agree to submit to the exclusive jurisdiction of the federal and state courts located in Denver, Colorado to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that SpatialKey shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. You may not transfer or assign, by operation of law or otherwise, this Agreement or your license to any third party without SpatialKey’s prior written consent, which may be withheld in SpatialKey’s sole discretion for any reason or for no reason.
Last updated: 3/22/2017