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===== THINKGEO, LLC =====


===== SOFTWARE LICENSE AGREEMENT =====

===== VERY IMPORTANT – READ CAREFULLY =====


NOTICE TO USERS: CAREFULLY READ THE FOLLOWING SOFTWARE LICENSE AGREEMENT (“AGREEMENT”). USE OF THE THINKGEO SOFTWARE PROVIDED WITH THIS AGREEMENT (THE "SOFTWARE") CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL AND/OR USE THIS SOFTWARE. USE OF THIS SOFTWARE IS CONDITIONED UPON COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.

**1. 		LICENSE GRANT. ThinkGeo**, LLC (“ThinkGeo”) grants Licensee a license to use one copy of the version of the Software on any one system for as many licenses as are purchased, except as modified by the stipulations provided for in this Agreement relating to each Software Product Type.  "Licensee" means the company, organization, entity, or individual whose funds are used to pay the license fee. "Use" means storing, loading, installing, executing or displaying the Software on a user workstation, or as otherwise specified according to the Software Product Type later in this Agreement. Licensee is expected to use the trial version of the Software on Licensee’s computer system and to thoroughly evaluate its usefulness and functionality before making a purchase.  Licensee understands and agrees that there is no refund policy for any purchase of the Software. The license to use this Software may not be transferred to any other company, organization, or entity without the express written consent of ThinkGeo.

**2.		SOFTWARE PRODUCT TYPES:**

__**a.	DEVELOPMENT TOOLKIT:**__ “Development Toolkit” means the “Software” of a type that is designed to be used by a person who is a software developer to create custom software applications. A Development Toolkit is licensed on a per developer basis, with one license per each developer. Only the individual developer to whom a Development Toolkit license is registered may access, install on a computer, or otherwise use in any way the retail version of the Development Toolkit. Licensee must provide registration information to ThinkGeo which clearly identifies the developer to whom each purchased license is assigned for use. In the event that Licensee wishes to transfer the Development Toolkit license to a different developer in Licensee’s organization, Licensee must promptly notify ThinkGeo of the proposed transfer and register the new developer with ThinkGeo.

Licensee may deploy (install) any compiled final user applications created from the Development Toolkit to final user workstations, free of any royalty charges, provided the following conditions are satisfied:

i)	The application does not expose any API (application program interface), methods, classes, functions, or properties (such as in the meaning of scripting functionality); and 

ii)	The application is not competitive with any ThinkGeo product. For purposes of clarification, competitive is defined the marketing and/or distribution of a product to the general GIS software user market which, in the judgment of ThinkGeo, contains a significant set of the features found in any ThinkGeo product which makes the application compete with ThinkGeo for market share. This includes applications that are provided without charge. 

If Licensee is unsure whether its application is in compliance with the conditions above, Licensee shall contact ThinkGeo with the specific details of its situation and ask for clarification. Any use of the Development Toolkit to create an application which is an exception to either of the aforementioned conditions requires the express written permission from ThinkGeo and may be subject to ThinkGeo royalties.

Licensee is allowed to deploy an application created from the Development Toolkit to any kind of server situation (to provide data over the internet or any kind of network or multi-user environment) ONLY if a Server Deployment License for the Development Toolkit has been purchased from ThinkGeo. One Server Deployment License must be purchased for each production server computer to which the application or solution is deployed. For purposes of clarification, a Server Deployment License is required for each deployment to a production server computer regardless of whether the deployment is performed within the organization that has licensed the Development Toolkit or to a server of another organization and regardless of whether the server deployment is for back-up, marketing, or other purposes.

Licensee may not disable any licensing, security, or control features of the Development Toolkit software. Unless a license to access and use the source code for the Development Toolkit was purchased from ThinkGeo, Licensee may not modify the Development Toolkit except as an intended part of the Development Toolkit programming features. You may not recompile, distribute, disseminate, resell, rent, lease, or share the Development Toolkit software or components or libraries of the Development Toolkit with other companies, organizations, entities, or individuals without the express written consent of ThinkGeo, except as a compiled end user application created from the Development Toolkit.

If a license to access and use Development Toolkit source code has been purchased from ThinkGeo, Licensee is allowed to share modifications made to the Development Toolkit source code only with other members of Licensee’s company or organization who are also licensed to access and use the same source code version of Development Toolkit.

__**b.	SERVER PRODUCT:**__ “Server Product” means the Software of a type that is designed to function as a server and thereby provide data over the internet or any kind of network or multi-user environment. The Server Product is licensed on a per server basis, requiring the purchase of one license per each installation on a server computer of the Server Product or any solution or application created from or using the Server Product. One license must be purchased for each production server installation, regardless of whether the production server installation is for the purpose of marketing, back-up, or other purposes.

Licensee may not modify the Server Product or disable any licensing, control, security, or copyright features of the Server Product except as an intended part of the Server Product programming features or user interface. Licensee may not deploy, distribute, resell, lease, rent, share, or otherwise disseminate the Software to other companies, organizations, entities, or individuals without the express written consent of ThinkGeo, unless the deployment, distribution, or dissemination is covered by the purchase of a Server Product license.

__**c.	END USER APPLICATION:**__ “End-User Application” means the Software of a type that is designed to be used on a workstation computer by a final user to perform a function or type of work. Each license of an End-User Application grants the right to install and run the End-User Application on a single computer for use by a single person at any one time.

Licensee may not modify the End-User Application or disable any licensing, control, security, or copyright features of the End-User Application except as an intended part of the End-User Application’s user features. Licensee may not deploy, distribute, resell, rent, lease, share or otherwise disseminate the Software to other companies, organizations, entities, or individuals, unless it is covered by the purchase of the appropriate number of user license(s).

__**d.	EVALUATION VERSION:**__ “Evaluation Version” means the Software that is provided for the purpose of learning about the Software in order to make an informed decision whether or not to purchase a license to use Software. Licensee is granted an evaluation period of not more than sixty (60) days to use the Evaluation Version, after which time you must either pay for the Software according to the terms and prices provided by ThinkGeo or remove the Evaluation Version from Licensee’s computer system. An Evaluation Version may not be used for any commercial purposes. Licensee may not modify the Software or disable any licensing, control, security, or copyright features of the Software except as an intended part of the Evaluation Version’s programming or user interface features. Licensee may not deploy, distribute, resell, rent, share, or disseminate the Evaluation Version to other companies, organizations, entities, or individuals without the express written consent of ThinkGeo.

__**e.	FREE PRODUCT:**__ “Free Product” is the Software that is generally disseminated by ThinkGeo for use by the general public without any charge. Licensee may install and use the Free Product as it is designed, for commercial or non commercial purposes, with no limit on the time of use. Licensee may also post, redistribute, copy, and share the Free Product without limitations, provided that i) the original ThinkGeo copyright and logo information on the product’s user interface and in the “About” box remains unchanged; and ii) Licensee does not charge for any such redistribution of the Free Product other than a nominal fee to compensate for the cost of the distribution media. Licensee may not modify the Free Product or disable any licensing, control, security, or copyright features of the Software except as an intended part of the Free Product’s user interface. Licensee may not misrepresent the ownership of the Free Product.

**3. 	REGISTRATION INFORMATION.** Licensee is required to provide ThinkGeo with accurate and valid registration information, including your name, identity, address, telephone number, and e-mail address, and any subsequent changes to Licensee’s registration information. Supplying false, incomplete, or misleading information is a violation of this Agreement. ThinkGeo reserves the right to record the number of installations and uninstalls of the software by the Licensee.  ThinkGeo may require the Licensee to enter in a serial key when installing the software so the license can be validated over the Internet, if the license cannot be validated the installation of the software may be prevented. In addition to the serial key the software installer may record other non personal information to validate that the Licensee is in compliance with the terms of this agreement. ThinkGeo will abide by the terms of its privacy policy, which prevents it from disseminating such registration information to others without the consent of the owner of the information.

**4. 	OWNERSHIP.** The Software is owned and copyrighted by ThinkGeo, a for profit limited liability company organized under the laws of the State of Texas in the United States of America. Any license granted under this Agreement confers no title or ownership in the Software and should not be construed as a sale of any ownership right in the Software.

**5. 	COPYRIGHT.** The Software is protected by copyright law and international treaty provisions. Licensee acknowledges that no title to the intellectual property in the Software is transferred to it. Licensee further acknowledges that title and full ownership rights to the Software will remain the exclusive property of ThinkGeo and Licensee will not acquire any rights to the Software except as expressly set forth in this Agreement. Licensee agrees that any copies of the Software will contain the same proprietary notices which appear on and in the Software.

**6. 	REVERSE ENGINEERING.** Licensee agrees that it will not attempt to reverse compile, modify, translate, or disassemble the Software in whole or in part.

**7. 	RESTRICTED COUNTRIES.** Licensee agrees that the Software will not be sold to, transferred to, exported or re-exported into (or to a national or resident of) any country to which the United States embargoes goods, or to anyone or any country on the US Treasury Department's list of Specially Designated Nationals or the US Commerce Department's Table of Denial Orders. Restricted countries currently include, but are not necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria.

**8.  	LIMITED WARRANTIES AND DISCLAIMERS.**  LICENSEE ACCEPTS THE SOFTWARE “AS IS”. THINKGEO DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THINKGEO DOE NOT WARRANT AND DISCLAIMS THAT THE SOFTWARE WILL MEET LICENSEE’S NEEDS; OR THAT THE SOFTWARE IS ERROR FREE, FAULT TOLERANT OR FAIL SAFE. 

**9.	LIMITATION OF LIABILITY.** IN NO EVENT SHALL THINKGEO OR ITS SUPPLIERS BE LIABLE TO LICENSEE FOR THE COSTS OF PROCUREMENT OF SUBSITUTE GOODS; LOST PROFITS, LOST SALES OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, EVEN IF THINKGEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THINKGEO’S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID. 

**10.	INDEMNIFICATION.**  Licensee shall, at its expense, indemnify defend, save and hold harmless ThinkGeo from any claim brought or filed by a third party against ThinkGeo solely due to any failure by Licensee, its employees or agents to act in accordance with the terms of this Agreement, provided (a) ThinkGeo promptly gives Licensee written notice of the claim; (b) ThinkGeo provides all reasonable assistance at Licensee's expense to defend against the claim; and (c) Licensee has the right to control the defense or settlement of the claim provided that Licensee does not enter into any settlement or compromise that imposes any obligation or liability upon ThinkGeo without ThinkGeo's prior written consent.

**11.	EQUITABLE RELIEF.**  Licensee agrees that any breach of this Agreement by Licensee may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, ThinkGeo shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction.

**12.	SEVERABILITY.** In the event of invalidity of any provision of this Agreement, the remaining portions of this Agreement shall remain in full force and effect.

**13.	GOVERNING LAW.** This Agreement will be governed by the laws of the State of Texas within the United States of America, without giving effect to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.  Each party submits to the jurisdiction of the state or federal courts in Texas. 

**14.	ENTIRE AGREEMENT.** This is the entire agreement between Licensee and ThinkGeo which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license.  Any modification(s) or amendment(s) to this Agreement must be in writing and signed by each party.

**15.	TERMINATION:** This Agreement is effective upon acceptance and will remain in full force and effect until terminated. This Agreement will terminate automatically, without any notice from ThinkGeo, if you fail to comply with any provisions of this Agreement.  Upon termination, you shall destroy the written materials and all copies of the SOFTWARE, including modified copies, if any.

**16.	INDEPENDENCE.**  This Agreement shall not create any agency, partnership or joint venture relationship between ThinkGeo and Licensee.

**17.	NO IMPLIED WAIVERS.**  The failure or either party to enforce any provision of this Agreement shall not be deemed a waiver of the provision or right of such party to enforce that or any other provision.

**18.	LIZARDTECH LICENSE.** The Software may contain MrSID format decode technology which is owned by Lizard Tech. Under terms of a LizardTech Decode SDK license agreement, LizardTech grants ThinkGeo with a non-exclusive, worldwide, non -transferable right to distribute in object code format those portions of the Decode SDK necessary to enable end-user viewing of *.sid-formatted files from within ThinkGeo products. In addition, the LizardTech decode SDK license grants ThinkGeo with a non-exclusive, worldwide, non-transferable right to distribute DSDK runtime .dll files, to enable licensed users of ThinkGeo Development Tool products to implement end-user viewing of *.sid-formatted files in custom applications created from the ThinkGeo Development Tool products.



©THINKGEO 2004-2015.  All rights reserved license version 2.0, June 20, 2015
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