SpatialKey
SERVICE AGREEMENT

Binding Contract/Modifications/Conditional Use:  The visualization and reporting system services you are about to access (the "Services") were created and are made available by Universal Mind, Inc. ("UM"). By using the Services; downloading, installing or otherwise using any software and content made available in conjunction with the Services ("Software"); or using any features of SpatialKey.com (the "Site"), (1) you agree to be bound by the following terms, and (2) you represent (i) that you have been authorized to accept these terms on behalf of your  employer or other organization (in which event "you" and "your" shall refer to you and your employer or other organization), or (ii) that you intend only to be personally bound to the terms of this agreement.

 If you accept these terms on behalf of your employer or other organization, for whom you are authorized to act, you may use the Services, Software and Site only on behalf of your company.  If you intend to be personally bound only, use of the Services, Software and Site is limited to your personal use. IF YOU ARE NOT SO AUTHORIZED OR DON'T AGREE TO THESE TERMS, YOU MAY NOT USE THE SOFTWARE, SERVICES OR SITE FEATURES OR FUNCTIONS. By using the Services, Software or any features of the Site, you are creating a binding agreement between UM and you, as well as your employer or other organization for whom you are acting.

When ordering the Services, you will be required to designate an administrative contact (the "Administrative Contact").  The Administrative Contact shall be responsible for communicating all changes, notices and other information relating the use of the Services, Software or Site by any end-user within your organization.

This agreement can be modified at any time by UM by notifying the Administrative Contact (which may be done electronically). YOUR USE AFTER NOTICE CONSTITUTES YOUR ACCEPTANCE OF THE MODIFIED TERMS. IF YOU DO NOT AGREE WITH THE NEW TERMS, YOU ARE NOT PERMITTED TO CONTINUE USING THE SITE OR SERVICES.

1.  Software License and Restrictions. Subject to these Terms, UM grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software, and to access and use the Services made available through this Site, only for your personal use and/or business purposes. The Service is intended solely to provide visual displays of existing data.   The Service is intended to be used for informational purposes only.  When using this for operational or decision making purposes, you are responsible for verifying the accuracy of the results produced by the service.  You agree that the Software contains confidential and trade secret information of UM and its licensors and that you may not: disclose such confidential information to third parties; decompile or reverse engineer any Software code we may make available; modify the Software; or sell, assign, sublicense, redistribute, resell, or otherwise transfer any right in the Software, Services or Site unless such activity is expressly permitted or required by law or has been expressly authorized by UM in writing. Notwithstanding the foregoing,  you may copy and display, to your actual and prospective customers, captures of the data displays our Service generates from content you submit; provided, however, that such copy contain the unmodified logo, corporate name or other attribution depicted on each page of the Service, or an unmodified copy of our logo accessed here is pasted on each page of the data display. 

2.  End Users.  You may grant access to the number of end users (each an "End User") as designated by the administrative contact when ordering the Services. Each End-User will be provided with a separate log-in i.d. and password for the creation of an End-User account.   Each End-User account may only be accessed by the End-User for whom such Services were ordered.  You may add additional End-Users to your account at any time by ordering licenses for additional End-Users and paying the pro-rated license fee for the remainder if the license period for such additional End-Users.  Prior to accessing the Services, each End-User shall agree to be bound by the End-User Code of Conduct.  You shall be responsible for ensuring that all End Users using the Service pursuant to your account comply with the provisions of this Agreement and the End-User Code of Conduct.  .   You agree that you are responsible for the actions of any End-Users accessing the Software, Services or Site through your account.  You are responsible for informing End-Users of any changes to this Agreement, the Privacy Policy or any related agreements.   

3.  Evaluation License.   Your license to use the Software, Services and Site is for evaluation purposes only.  UM will notify you at least ten business days prior to the end of the evaluation period.  In the event that you desire to continue to use the Service and/or Software following the evaluation period, you will be required to agree to the terms of our paid Subscription or License Agreement and agree to  pay the license or subscription fee for the Software and Service. 

ANY DATA YOU ENTER INTO THE SERVICES DURING THE PERIOD OF THIS EVALUATION LICENSE WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A LICENSE OR SUBSCRIPTION TO OUR PAID SUBSCRIPTION SERVICES OR ENTERPRISE LICENSE AGREEMENT OR EXPORT YOUR DATA PRIOR TO THE END OF THE EVALUATION LICENSE. 

4. Code of Conduct/Right to Terminate:

  • You will not post or distribute any materials that are abusive, libelous, defamatory, vulgar, profane,or obscene; or that are fraudulent or deceptive; or that violate anyones copyrights or other intellectual property; or that violate anyones confidentiality or privacy; or that harass, threaten, annoy, or are otherwise inappropriate.
  • You will not post or transmit any advertising, promotional materials, or other forms of solicitation; post or transmit any file that contains viruses, corrupted files, "Trojan Horses," or any other contaminating or destructive features that may damage someone's computer; or take any action that imposes an unreasonably or disproportionately large load on our infrastructure or damages or disrupts the functioning of our systems or Services.
  • You shall not sell, resell, rent or lease the Services.
  • We reserve the right to increase our charges, or to require an enterprise license, with respect to any user or account holder whose use of our Site or Service is deemed by us to be excessive.
  • You will comply with the software usage, data usage and privacy policies of their employer or other organization on whose behalf you are accessing the Services
  • You will not upload, post, transmit or otherwise make available any content or data that infringes any patent, trademark, copyright, trade secret, or other proprietary right of any party, unless you are the owner of the rights or have the permission of the owner or other legal justification to use such content or data.
  • You will not upload, post, transmit or otherwise make available any content or data prohibited by applicable law.
  • You will not use the Service, Software or Site in any manner that violates applicable local, state, national or international law.
  • You will not upload any data that is libelous, slanderous, or tortious nor will you use the Service, Software or Site to "stalk" or otherwise harass another person or in any manner that violates the privacy rights or any person. 
  • Unauthorized access to our Site is a breach of these Terms of Use and may also violate the law. You agree not to access our Site by any means other than through the interfaces we provide for such use.
  • You will not falsely identify the source of any communications or materials, deliberately mislead anyone as to your identity (including impersonating a representative of UM), use the Site to transmit unsolicited email, disclose material, non-public information about any company. or otherwise act contrary to the law.
  • You are responsible for statements made and actions taken through the use of your password. You agree to immediately notify us of any actual or suspected unauthorized use of your username and password.
  • You agree that all user feedback, data, comments, suggestions, information, text, data, software, sounds, photographs, audio, audiovisual, video, artwork, graphics, messages and other content of any nature that are transmitted to or via the Site ("Content") are the sole responsibility of the person from which the Content originated. This means, in part, that you, and not UM, are entirely responsible for the Content you transmit through the Site. You also understand that by using the Site you may be exposed to Content that is offensive, objectionable or indecent and you agree not to hold us responsible for any such Content.

We can terminate your access to the Site, Software and Services, at any time, without prior notice and at our sole discretion, (i) for failure to pay any fees or charges invoiced to you, (ii) for any other actual, apparent, threatened, or accused misconduct, or (iii) in our discretion for any reason.

5. Uploaded Materials: You represent that you will have the right to post or upload to our Site any Content that you do post or upload, and you hereby license us and other members and users to make unrestricted and perpetual use of any such Content you make available in a public area of the Site. You will indemnify us and any members who get sued because you violate this representation or act to cancel the license.

6. Objectionable Content/Copyright Takedown: If you believe your rights have been violated by, or you otherwise object to, any posting, information or other Content on the Site, please contact us promptly so we can evaluate the claim and take appropriate action. If your objection relates to copyright infringement, please observe the following paragraph.

Copyright Policy:
Without limiting the above, it is UM's policy to respond promptly to claims of copyright infringement, and to remove, or disable access to, infringing material. If you believe that any of the Content or materials appearing on this Site contain infringements, please send a notice to us at the address below.  Your notice should contain the following: a physical or electronic signature of a person (i.e., claimant) authorized to act on behalf of the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the content or material claimed to be infringing; a reference or link to the infringing material or activity, or the subject of the infringing activity, including information to enable us to locate that material or reference; the address, telephone number or email address of the claimant; a statement that the claimant has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notice is accurate and, under penalty of perjury, that the claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

UM's designated agent to receive notification of claimed infringement is Thomas Link, 94 N. Elm Street, Suite 306 Westfield, MA, email: support@spatialkey.com, phone: 866.429.2481. This contact information is only for notices relating to copyright infringement; all other notices, comments, or other communications should be sent to the contact stated  under "Communications" below.

7. Third Party Sites and Products:
a.  We may include links to third party sites or information about third party products or services [,. You should check the terms of use and privacy policies of all sites you link to from our Site. WE DO NOT ENDORSE OR TAKE RESPONSIBILITY FOR THESE THIRD PARTY OFFERINGS. WE DO NOT VET OR TAKE RESPONSIBILITY FOR THE POSTINGS OF OTHER USERS.

b.  The Service allows you to access and view a variety of content (including, for example, map data) provided by UM's licensors (the "Third Party Content")  You understand and agree to the following:
            (i)  Map data, geocoding and related Third Party Content 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.
            (ii)  By using the Service, you do not receive any, and UM and/or its licensors retain all ownership rights in, the Software, the Site and all content provided by UM or its licensors in connection with the Service or the Site. 
            (iii)  Certain Third Party Content is provided under license from third parties including, but not limited to MapQuest, Inc. ("MapQuest") and is subject to copyright and other intellectual property rights owned by or licensed to MapQuest and/or such third parties.  Your use of the MapQuest Third Party Content is subject to MapQuest's Terms of Service  and to the MapQuest Platform Free Edition License Agreement located at: http://developer.mapquest.com/Home/FreeTermsAndConditions

8. Privacy Overview: If we ask you for personally identifiable information, we will tell you how we intend to use it. If not otherwise specified, we will only use this information to contact you about our and our partners' offerings, services and new features. We will not share your personal information with third parties without your permission, except where required by law or law enforcement or in connection with a sale of the business. We use cookies and log files, but these do not disclose personally identifiable information. Please remember that any information you share in a public forum is available to all members and users. WE HAVE NO RESPONSIBILITY OR LIABILITY IF YOUR INFORMATION OR IDENTITY IS MISUSED OR STOLEN, OR IF YOU SUFFER HARM AS A RESULT OF YOUR VOLUNTARY DISCLOSURES. For further details, please review our PRIVACY POLICY.  Changes in the Privacy Policy will be posted through the "privacy" link on the Site.  You are responsible for reviewing the Privacy Policy to remain current on any changes.

9. Data Storage/Security. : We will make reasonable attempts to backup data. However, because the success of this process depends on equipment, software and services over which we have at best limited control, you agree that UM has no responsibility or liability for the deletion or failure to store any data or other Content or communications maintained or transmitted by the Service. You acknowledge that UM may have set no fixed upper limit on the number of transmissions you may send or receive through the Site or Service or the amount of storage space used; however, we retain the right, at our sole discretion, to create limits at any time with or without notice.  UM takes reasonable steps to secure the data and Content transmitted by you.  However, UM cannot guarantee that the Content and data transmitted by you will remain secure.

10. Disclaimer of Warranties; Limitation of Liability; : ALL SERVICES AND SOFTWARE ARE PROVIDED AS-IS AND . NEITHER WE NOR ANY OF OUR PARTNERS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO OUR SITE, SOFTWARE, ANY CONTENT, OR ANY OF OUR SERVICES, TOOLS, PRODUCTS, OR PROPERTIES. WITHOUT LIMITING THE FOREGOING, NEITHER UM NOR ANY OF OUR PARTNERS MAKE ANY WARRANTY THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER CONTENT THAT YOU PURCHASE OR OBTAIN FROM THE USE OF OUR SERVICES WILL MEET YOUR EXPECTATIONS OR THAT THE OPERATION OF THE SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. UM DOES NOT WARANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR RESULTS OF THE USE OF THE SERVICES OR SOFTWARE IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, APPROPRIATEMENSS FOR A PARTICULAR TASK OR APPLICATION, CURRENTNESS OR OTHERWISE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UM SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES PROVIDED IN THIS AGREEMENT.  YOU EXPRESSLY AGREE THAT YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR SERVICES AND THE ACCURACY, TIMELINESS OR COMPLETENESS OF OUR CONTENT.   ADDITIONALLY, TO THE FULLEST EXTENT PERMITEED BY LAW, UM DISCLAIMS ANY LIABILITY FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES, SOFTWARE OR SITE.  UM DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY,UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL.    You are responsible for all actions on the Site by you or under your account. You agree that UM and its officers and employees will have no liability to you whatsoever, direct or indirect, for any damage, loss or expense you suffer as a result of your visiting our Site, using our Services or Software, viewing another site from ours, obtaining information, CONTENT, products or services from our affiliates, or otherwise arising from your relationship with us, even if we have been advised of the possibility of such damages. This includes, but is in no way limited to, loss or injury caused in whole or in part by our negligence or by anything beyond our control in creating or delivering any of our Content or Service, unless caused by our willful misconduct. SUCH LIMITATION SHALL ALSO APPLY TO ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY CONTENT STORED BY YOU IN CONNECTION WITH THE SERVICE Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such states, our liability and that of our third party Content providers will be limited to the greatest extent permitted by law.

IN NO EVENT SHALL UM BE LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNTS PAID BY YOU TO UM DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY

11.Modifications: We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, our Software, Site, or Service (or any part thereof) with or without notice. You agree that UM shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site, Software or Service.
12.  Termination: UM may terminate your use of the Services at any time in the event that UM determines, in its sole discretion, that either you or any End-User accessing the Services under your account have violated the terms of this Agreement or any other policies, laws, or agreements applicable to the use of the Service.  This Agreement shall terminate 10 business days following e-mail notice by UM to the Administrative Contact stating that the evaluation period has ended. 
13.  Intellectual Property: This Site and our Software and Services are protected by our copyrights, trade secret rights and other intellectual property laws. We own all such IP (except certain in-licensed code), which you agree not to use without our consent, except solely in conjunction with your authorized uses of this Site as permitted by these Terms. If you create derivative works of our product, despite the prohibition on doing so, you agree that we will own the intellectual property in those works and hereby assign all such IP rights to us.

14.  Communications: All communications (except as noted under Copyright Policy) should be sent to: support@spatialkey.com.

15.  Indemnification.  You agree to indemnify and hold harmless UM, and its parents, subsidiaries, affiliates, licensors and other partners, officers, directors, shareholders, employees, and agents from any claim, demand, or investigation, including reasonable attorneys' fees, made by any third party due to, or arising out of your (or any of your End-User's) conduct, Content, your (or any of your End User's)  use of the Service, Site or Software, any alleged violation of these Terms of Service, including any applicable UM policies, laws or regulations, or any alleged violation of any rights of another, including but not limited to third party intellectual property rights, privacy rights other rights in used by you in connection with the Software, Site or Service.  UM reserves the right, at its sole expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, but doing so shall not excuse your indemnity obligations. 

16.  Miscellaneous:
a.  These Terms and associated licenses are governed by the internal laws of Massachusetts, which shall have jurisdiction over any disputes. You may not assign or sublicense this agreement and the associated Software and Services without our express written permission; but you recognize our absolute right to assign this agreement to a third party. No agency, partnership or joint venture is created by this Agreement. At our election, disputes are subject to mediation and/or arbitration in the Boston area.

b.  Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

c. There are no third-party beneficiaries to this Agreement.