Version A 06-10-19
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, ACCESSING OR USING THE ECOPIA BUILDING FOOTPRINTS.
These Terms and Conditions are entered between you and Ecopia Tech Corporation (“Ecopia”). These Terms and Conditions apply to your access to and use of the sample datasets of Ecopia Building Footprints (the “Sample Dataset”). By clicking “I agree to the Terms and Conditions” on our sign-up page, or downloading, accessing or using the Sample Dataset, you acknowledge that you have read, understood, and agreed to be bound by these Terms of Conditions. If you are agreeing to these Terms and Conditions on behalf of your company, government, or other entity for which you are acting, then you hereby bind your entity to these Terms and Conditions, you represent and warrant that you have the authority to bind your entity to these Terms and Conditions, and “you” as used in the body of these Terms and Conditions means your entity.
1. PRODUCT DESCRIPTION. For purposes of these Terms and Conditions, “Sample Dataset”, means any sample data set of Ecopia Building Footprints, Land Classification, or other feature extraction made available for download on www.ecopiatech.com, which includes a shapefile of the polygons and GeoTiff of the source imagery.
2. LIMITED LICENSE. Subject to these Terms and Conditions, Licensor hereby grants you a temporary, limited, royalty free, non-exclusive, non-transferable, non-sublicensable, revocable, beta-test license to the Sample Dataset, for a period of 90 days (the “Trial Period”), solely for the purpose of internal evaluation in a test environment. You may create or generate reports performance analytics or reports (written or otherwise) with respect to the Sample Dataset (the “Evaluation Results”). However, the use of such Evaluation Results will be restricted in the same manner as the use of Sample Dataset from which the Evaluation Results are derived, and unless the context otherwise requires, a reference in these Terms and Conditions to the Sample Dataset is also a reference to Evaluation Results derived from the Sample Dataset. Except as expressly authorized by these Terms and Conditions, you may not use, or authorize another party to use, the Sample Dataset for any commercial, resale, distribution or other purpose. For example, you may not, and may not allow or authorize any third party to: (i) sell, sublicense, or otherwise distribute or make available the Sample Dataset, or any portions or copies of the Sample Dataset, to any third party; (ii) reproduce, modify, improve, summarise, or reverse engineer the Sample Dataset, or create derivative works from the Sample Dataset; (iii) remove any trademark symbols, copyright symbols or other proprietary notices or labels in or on the Sample Dataset; (iv) use the Sample Dataset to improve the accuracy of any other dataset; (v) use the Sample Dataset for any commercial purpose such as preparing reports for or otherwise providing services to third parties; or (vi) use or access the Sample Dataset for the purposes of creating, training, validating, or testing machine learning algorithms or otherwise use the Sample Dataset for the purpose of machine learning.
3. FURTHER OBLIGATIONS. You agree that you are liable for any acts or omissions of your agents, employees or permitted contractors that access or use the Sample Dataset or any portions thereof, and you will ensure that your agents, employees and permitted contractors comply with these Terms and Conditions.
4. OWNERSHIP. As between the parties, Ecopia shall own and retain all right, title and interest in and to the Sample Dataset (including intellectual property rights). Ecopia reserves all rights not expressly granted by these Terms and Conditions. Except as set forth in Section 1, these Terms and Conditions do not transfer any right, title, or interest in the Sample Dataset to you. You agree that you will not directly or indirectly impair, dispute or contest the ownership, validity, or enforceability of Ecopia’s rights, titles and interests (including intellectual property rights) in and to the Sample Dataset.
5. CONFIDENTIALITY. You acknowledge and agree that the Sample Dataset are confidential information belonging to Ecopia. You shall not disclose the Sample Dataset to any person or entity, except those of your employees, consultants, agents or contractors who have a bona fide need to access the Data for evaluation under the license granted in Section 1, provided, however, that each of such employees, consultants, agents or contractors is bound by confidentiality obligations at least as protective as those set forth herein. You shall protect the confidentiality the Sample Dataset in the same manner that you protect the confidentiality of your own confidential information of like kind, and any event no less than with reasonable care. You shall promptly notify Ecopia if you become aware of any actual or suspected breach of confidentiality of the Sample Dataset. If you are compelled by law or legal process to disclose the Sample Dataset, you shall provide Ecopia with prompt prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at Ecopia’s expense, if Ecopia wishes to contest the proposed disclosure. You acknowledge and agree that any unauthorized disclosure, reproduction, distribution or use of the Sample Dataset would cause irreparable injury for which money damages would be inadequate, and, therefore, entitle Ecopia to immediate injunctive relief in addition to other remedies available at law or in equity. Upon any termination or expiration of the Trial Period, to the extent that you retain any Sample Dataset, you shall continue to maintain the confidentiality of the Sample Dataset.
6. VIRUSES. You download the Sample Dataset at your own risk. Ecopia does not represent or warrant that the Sample Dataset is compatible with your computer systems or that the Sample Dataset is free of viruses, disabling devices or other malicious content. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you agree that Ecopia is not liable for any cost of service or repairs that may be necessary as a result of your access to and use of the Sample Dataset.
7. DISCLAIMER. THE SAMPLE DATASET IS PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ECOPIA MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SAMPLE DATASET. ECOPIA EXPRESSLY DISCLAIMS (I) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, (II) ANY WARRANTY REGARDING QUANTITY, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SAMPLE DATASET. UNDER NO CIRCUMSTANCE WILL ECOPIA BE LIABLE FOR ANY INCIDENTIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ECOPIA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO AND USE OF THE SAMPLE DATASET; (II) ANY ERRORS OR OMISSIONS IN THE SAMPLE DATASET; OR (III) ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, OR INABILITY TO USE, THE DATA. IN NO EVENT WILL ECOPIA OR ITS DIRECTORS, EMPLOYEES, AFFILIATES OR LICENSORS INDEMNIFY YOU FOR ANY LIABILITIES OR LOSSES ARISING OUT OF OR IN RELATION TO YOUR USE OF THE SAMPLE DATASET.
8. GENERAL. These Terms and Conditions shall be governed by the laws of Ontario, Canada. The sole jurisdiction and venue for any proceeding arising out of or related to these Terms and Conditions will be the provincial or federal courts located in Ontario, Canada, and you consent to the jurisdiction of such courts with respect to any proceeding. Nothing in these Terms and Conditions is intended to confer any rights or remedies on any person or entity that is not a party to these Terms and Conditions. No modification of these Terms and Conditions or waiver of any term in these Terms and Conditions shall be binding upon the parties unless approved in writing by Ecopia. Except as otherwise provided in these Terms and Conditions, the failure by Ecopia to enforce at any time any provision of these Terms and Conditions will not be constituted to be a present or future waiver of such provision, nor in any way affect the ability of either Ecopia to enforce each and every such provision thereafter. If any provision of these Terms and Conditions is held invalid or unenforceable at law, such provision will be deemed stricken from these Terms and Conditions and the remainder of these Terms and Conditions will continue in effect and be valid and enforceable to the fullest extent permitted by law. These Terms and Conditions represent the entire agreement between you and Ecopia and supersedes any and all prior understanding, agreements, or representations between you and Ecopia, written or oral, relating to the subject matter hereof.
9. NOTICES. All notices relating to these Terms and Conditions must be in writing in English and sent to Ecopia at firstname.lastname@example.org and you at your email address on record with Ecopia. Notice is treated as given upon receipt, as verified by written or automated receipt or electronic log, as applicable.
10. CONTROLLING LANGUAGE. These Terms and Conditions are drafted in the English language only. English will be the controlling language in all respects, and all versions of these Terms and Conditions in any other language are for accommodation only and will not be binding on the parties.