GEO Jobe Perpetual Site License Software End User License Agreement
This End User License Agreement ("Agreement") is entered into by users ("Licensee") of GEO Jobe
("Company") software, applications, or any other such product offered by Company.
1. Definitions
The terms used herein are defined as follows:
-
"Software" means all or any portion of Company's current and future proprietary software technology,
data, or documentation supplied, regardless of the format or content. Applications covered by this
include, but are not limited to, the following:
- Admin Tools for ArcGIS - Performs streamlined operations in bulk across an organization's items, users, and groups.
- Backup My Org - Backup and restore solution, including migrating for ArcGIS items, users, and groups.
- Clean My Org - An on-demand and scheduled scanner to identify, report, and address problematic issues and clutter within an ArcGIS organization.
- Symphony for ArcGIS - Construct code-free workflows, run tasks on a schedule or in real-time, and automate actions based on real-time events or triggers within your ArcGIS system.
- Manage My Attachments - A dependent application for Symphony for ArcGIS, which scans an ArcGIS organization for feature service image attachments and facilitates lossless compression of those images to reduce the data store.
- "Derivative Works" means any work, product, service, translation, adaptation, modification, improvement, or other creation that is based upon, incorporates, or is derived from the Software, in whole or in part, or from any previous Derivative Works. Derivative Works may consist of collective works of authorship.
- "License" means the perpetual, non-exclusive, non-transferable right granted by Company to Licensee, subject to all terms and conditions of this Agreement, to use, access, benefit from, and execute a specified instance or version of the Software for the Licensee's internal business operations. All other rights not expressly granted herein are reserved solely by Company.
- "Licensee" means the legal entity or individual that has entered into this Agreement with Company and whose name appears on the applicable purchase order or license certificate. This definition also includes Licensee's affiliates, employees, contractors, and subcontractors, who are authorized by Licensee to use the Software solely on behalf of, and for the internal business operations of, the named Licensee entity. The Licensee entity shall be solely responsible for the compliance of all such authorized users with the terms of this Agreement.
2. Intellectual Property Rights and Reservation of Ownership
The Software is licensed and not sold. Company owns the Software, which is protected by United States
laws and applicable international laws, treaties, and conventions regarding intellectual property or
proprietary rights. Licensee agrees to keep all attribution and copyright notices included in the
Software wholly intact.
2.1 Licensee Feedback
At their discretion, the Licensee may provide feedback ("Feedback") regarding Company product.
- Licensee agrees that any Feedback in the form of reviews, corrections, comments, suggestions, ideas, concepts, feature requests, enhancements, changes, or any other form, known or unknown, is the Company's intellectual property. Licensee assigns all rights to Feedback to Company.
- Company shall be entitled to use Feedback without restriction and without compensation to the Licensee.
- Licensee acknowledges that any information disclosed to Licensee regarding Feedback related to the Software, other products or services, business or technology plans, is not binding to Company regarding any particular course of business, product strategy, and/or development.
2.2 Restrictions on Use
- Licensee shall not modify, adapt, translate, or create Derivative Works of the Software.
- Licensee shall not decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of the Software.
- Licensee shall not rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the Software to any third party.
- Licensee shall not remove, alter, or obscure any proprietary notices, labels, or marks from the Software.
2.3 Prohibition on Competitive Use
The Licensee is expressly prohibited from using the Software, or any portion thereof, to develop,
design, create, or assist in the development of any Derivative Work, product, or service that competes,
directly or indirectly, with the Software or any other products or services offered by the Company. This
includes, but is not limited to, reverse engineering, copying features, functionality, or user interface
elements, or using the software as part of any tool or service that could reduce the demand for the
Company Software or other products and services owned by Company. Any such use shall constitute a
material breach of this Agreement.
3. Term
The license fee grants the Licensee a permanent, non-exclusive, non-transferable right to use the
Software indefinitely, subject to the terms and conditions of this Agreement and solely for its internal
business operations.
- Perpetual Right: The license granted in this Section 3 shall be effective perpetually unless terminated earlier in accordance with the termination provisions of this Agreement for material breach. Termination of the support and maintenance services (Section 3.1) does not terminate the perpetual license to use the last version of the Software provided during the term of said services.
- Support and Maintenance Services: Licensee will be provided with support and maintenance for the initial year following the date of purchase ("Effective Date"). Licensee is required to purchase support and maintenance for an initial term beginning at the end of the first year (that is, years 2 through 5). Thereafter, the support and maintenance are optional but highly recommended. Licensee acknowledges that the purchase of support and maintenance for the initial term is a material condition of this perpetual license.
- Term and Renewal: Support and maintenance shall commence on the Software License Effective Date and continue for the initial term (the "Initial Service Term"). Thereafter, the Services shall automatically renew for successive one (1) year periods (each a "Renewal Service Term") unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current Service Term.
- Fees: The annual fee for the Services shall be defined at the time of sale. The fee for any Renewal Service Term shall be subject to adjustment by the Company, provided the Licensee is notified in writing at least sixty (60) days prior to the renewal date. Licensee shall renew with a purchase order or payment prior to the expiration of the current term. Renewal adjustments shall not exceed the greater of 3% or the US Bureau of Labor Statistics CPI for software.
- Effect of Non-Renewal: If the Licensee elects not to renew or pay the annual fee for the Services, the Licensee shall retain the perpetual license to use the last version of the Software provided before the termination/non-renewal date. However, the Licensee will no longer be entitled to receive technical support or any further updates, including bug fixes, patches, or new versions.
3.1 Termination
Your rights under this Agreement will terminate automatically if you fail to comply with any of its
terms. Company reserves the right to terminate this Agreement and the License granted herein at any
time, for a material, uncured breach of this Agreement, by providing written notice to the Licensee.
Upon termination of this License Agreement or Software license, Licensee will stop receiving support
and maintenance. The Licensee may continue to utilize the software, but doing so is considered
unsupported use.
- Termination by Company / Licensee: Company reserves the right to terminate this Agreement and the License granted herein at any time, for any reason, with or without cause, by providing thirty (30) day advance written notice to the Licensee. The Licensee may terminate this Agreement at any time, for any reason, with or without cause by providing thirty (30) days written notice to the Company.
- Refunds: Upon termination of this Agreement due to Company's material, uncured breach, the Company will provide the Licensee with a pro rata refund of any prepaid fees for the remaining unused portion of the subscription or support package, calculated from the termination date. No refund shall be due to Licensee if termination is a result of Licensee's breach of this Agreement. Any such refund will be issued in accordance with applicable law.
- Effect of Termination: Upon notice of termination of this Agreement, all support services for the software provided by the Company will cease. All rights granted to Licensee under this Agreement shall immediately terminate. Licensee shall not have any further access to updates for the Software, and any continued use will be considered unsupported use.
- Abusive Conduct: The Company reserves the right to terminate this Agreement and the License granted herein immediately upon written notice to the Licensee if the Licensee, or any individual authorized to use the Software under the Licensee's account, including employees, contractors, and affiliates, engages in abusive, harassing, threatening, discriminatory, or otherwise inappropriate conduct toward any Company employee, contractor, agent, or representative. Such conduct, at the sole discretion of the Company, shall constitute a material and incurable breach of this Agreement, and no cure period shall apply. Upon such termination, no refund of any prepaid fees, including the initial license fee or support and maintenance fees, shall be due to the Licensee.
4. Grant of License
4.1 Grant of License to Licensee
Subject to the terms of this License Agreement, Company grants to Licensee a non-exclusive,
non-transferable license to use, access, benefit from, and execute the Software, including for
migration purposes. All other rights are reserved to Company. License granted hereunder shall include
rights for backup, retrieval, and archival purposes. Software upgrades, updates, modifications,
releases, enhancements, and versions ("Releases") shall be deemed part of the Software originally
licensed.
4.2 License Type
Perpetual License: This license grants Licensee a non-exclusive, non-transferable, and
permanent right to utilize the specified version of the Software indefinitely, provided all license fees
are paid in full. Separately, support and maintenance are offered on an annual subscription basis, and
these services are necessary to receive technical support, bug fixes, patches, and access to major new
software versions released during the active support and maintenance term. Should the Licensee choose
not to renew the annual support and maintenance subscription, the Licensee shall retain the perpetual
right to use the last updated version of the Software received prior to the support and maintenance
expiration date, but will forfeit access to any future support, updates, or upgrades.
4.3 Installation and Delivery
The Company shall deliver the Software to the Licensee, which may include providing an installation
package, a secure download link, a license key, or any combination thereof, along with the relevant
technical documentation. Prior to the Software build creation, the Licensee will provide Company with
the top-level ArcGIS Online URL and the ArcGIS Enterprise Portal URL that the software will connect
to. For the purposes of this section, an ArcGIS Online connection connects to a
[org-name].maps.arcgis.com URL, and an ArcGIS Enterprise connector connects to a local
Portal URL, for example https://gis.yourdomain.com/portal. The Licensee shall be solely
responsible for performing the installation, configuration, and deployment of the Software on-premises
within its internal business environment. The Company is not responsible for installation or deployment
unless specifically purchased or agreed to as a separate service outside of this Agreement.
4.4 Support and Maintenance
Company shall provide Licensee with software maintenance for the Software. Software maintenance
shall include Software updates, Software upgrades, bug fixes, software patches, security patches,
enhancements, and technical support based on Company's enhanced support package. Company will
provide support only for the most current major release of the Software. To ensure complete use of the
support services, Licensee is advised to ensure implementation of the latest major release. An updated
build may be requested at any time.
4.5 Limits on Usage
Software is licensed and configured to operate based on the ArcGIS Online URL or ArcGIS Enterprise
Portal URL domain to which Licensee can connect to and administer via the Software as defined by the
License type in Section 4.2 and the domain outlined in Section 4.3. The use of Software to connect to
unauthorized ArcGIS Online or ArcGIS Enterprise instances violates this License Agreement. The
Licensee's authorized domain for the Software will be documented in the executed Software purchase
order and associated quote and/or invoice.
4.6 Express Prohibition on Patenting
Licensee may not, under any circumstances, incorporate the Software into any product, process, or
method to be patented or protected by similar rights granted. Additionally, Software shall not be used in
any preferred embodiments of patented products, processes, or methods. Any attempts to seek a patent
or similar right incorporating Software shall render this License void, and all rights granted under this
License shall be immediately revoked.
4.7 Technology Neutrality
The rights granted herein apply in any media or format, whether presently used or hereafter devised.
These rights include the right to make any modifications necessary in order to make use of Software on
platforms for which it was not intended. If such modifications are made, any attribution and copyright
notices included in the Software shall be included and left wholly intact.
5. Confidentiality
In connection with this engagement, the parties may exchange certain confidential information. Said
information shall be governed as follows:
- As used in this Agreement, "Confidential Information" means all information or material that has or could have commercial value or other utility in the business or potential business of the disclosing party (the "Disclosing Party"). Confidential Information also includes all information of which unauthorized disclosure could be detrimental to the interests of the Disclosing Party, whether or not such information is identified as Confidential Information by the Disclosing Party. By example and without limitation, Confidential Information includes, but is not limited to, any and all information of the following or similar nature, whether or not reduced to writing: customer lists, customer and supplier identities and characteristics, agreements, marketing knowledge and information, sales figures, pricing information, marketing plans and business plans, strategies, forecasts, financial information, software, research papers, projections, procedures, routines, quality control and manufacturing procedures, processes, formulas, innovations, inventions, discoveries, budgets, trade secrets, improvements, research or development and test results, specifications, data, formats, plans, sketches, know-how, drawings, models, and any other information or procedures that are treated as or designated secret or confidential by the Disclosing Party.
- In consideration of the other party's disclosure of the Confidential Information, each party agrees that, as the recipient party (the "Recipient"), it will keep the Confidential Information confidential and that the Confidential Information will not, without the prior written consent of the Disclosing Party, be disclosed by Recipient, in any manner whatsoever, in whole or in part, and shall not be used by Recipient other than in Recipient's performance of duties pursuant to this Agreement.
- The Confidential Information shall remain the exclusive property of the Disclosing Party. No right, title, or interest in the Confidential Information is hereby conveyed to the Recipient. Recipient shall not use any portion of the Confidential Information for any purpose other than in Recipient's performance of duties pursuant to this Agreement.
- Recipient agrees that immediately upon the Disclosing Party's request, all copies of the Confidential Information in any form whatsoever, including but not limited to any reports, notes, memoranda, or other materials prepared by Recipient or at its direction, will be delivered by Recipient and its representatives to the Disclosing Party. Provided, however, the Recipient may retain one archive copy to be available only to the chief officer(s) of the Recipient.
- In the event that Recipient receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a court or by a governmental body, Recipient agrees to notify the Disclosing Party immediately of the existence, terms, and circumstances surrounding such request; consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request; and, if disclosure of such Confidential Information is required to prevent Recipient from being held in contempt or subject to other penalty, to furnish only such portion of the Confidential Information as, in the written opinion of counsel satisfactory to the Disclosing Party, it is legally compelled to disclose and to exercise its best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information.
6. Disclaimers and Limitation of Liability
6.1 Disclaimer of Certain Types of Liability; Warranty re Viruses
SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES OF
ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SOFTWARE
WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
ERROR-FREE. Company warrants that the Software does not contain any disabling devices that would allow
Company to terminate operation of the applicable Software. Company warrants that the Software will be
free from any Virus at the time of initial delivery, and that Company has used commercially reasonable
efforts to ensure the Software is free from any Virus at that time and that the Software has undergone
a commercially reasonable quality assurance procedure to ensure that there are no Viruses as well as no
embedded devices or codes that will obstruct or prevent Licensee's use of the Software. For purposes of
this Agreement, "Virus" means any harmful program that maliciously attempts to replicate itself, impair
program function, alter or destroy data, or negatively impact the performance of other data and/or
programs used by Licensee. Company represents and warrants that it is the owner of the Software and of
each and every component thereof, or the recipient of a valid license thereto, and that it has and will
maintain the full power and authority to grant the intellectual property rights to the Software set
forth in this Agreement without the further consent of any third party.
6.2 Disclaimer of Damages
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES; LOST PROFITS, SALES, OR BUSINESS EXPENDITURES; LOST INVESTMENTS; COMMITMENTS IN
CONNECTION WITH ANY BUSINESS; LOSS OF ANY GOODWILL; OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF THE SOFTWARE,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
6.3 Third Party Infringement Indemnity
Company, at its sole expense, agrees to indemnify, defend, and hold Licensee harmless from and against
any claim, suit, or action brought against Licensee to the extent it is based upon a third-party claim
that the Software or documentation used by Licensee in a manner as authorized hereunder infringes any
copyright, trade secret, or patent. Licensee shall give Company timely and reasonable written notice of
any action, sole control over the defense, and reasonable assistance regarding the defense or
settlement, provided that Company shall obtain the prior written approval, which approval will not be
unreasonably delayed, conditioned, or withheld, from Licensee in respect of any proposed settlement of
such claims before entering into any settlement of such claims or ceasing to defend such claims, and
provided further that no settlement agreement shall require Licensee to acknowledge or admit any fault,
wrongdoing, wrongful act, error, or omission.
6.4 Post-Termination Use Disclaimer
Licensee agrees that in the event of termination, whether by Licensee or Company, the Company shall
bear no responsibility or liability for any claims, damages, losses, or other liabilities arising from
Licensee's continued use of the software after termination, including but not limited to data loss,
security breaches, or performance issues. Licensee assumes all risks and liabilities associated with
any continued unsupported and unauthorized use.
6.5 Custom Scripts and User-Generated Content
- Licensee Responsibility: The Licensee acknowledges and agrees that any custom scripts or user-generated content that the Licensee chooses to run or create using the Software are the Licensee's sole responsibility. Company shall not be held liable for any consequences, damages, or losses resulting from the use of custom scripts or user-generated content.
- No Liability: Company disclaims any and all liability for the accuracy, legality, quality, or safety of custom scripts or user-generated content. The Licensee accepts full responsibility for verifying the integrity and compatibility of custom scripts with the Software.
- Third-Party Scripts: If the Software allows the Licensee to import or execute third-party scripts, Company shall not be responsible for the functionality, security, or compliance of such scripts. The Licensee agrees to exercise caution and due diligence when using third-party scripts.
- Indemnification: To the extent permitted by Mississippi law, the Licensee agrees to indemnify and hold Company, its officers, directors, employees, and agents harmless from any claims, damages, liabilities, or expenses arising from or related to the use of custom scripts or user-generated content, including any claims from third parties.
- No Warranty: Custom scripts and user-generated content are provided "as is" and without any warranty from Company. Company makes no representation or warranty, express or implied, regarding the accuracy, reliability, or fitness for a particular purpose of custom scripts or user-generated content.
- Backup and Data Loss: The Licensee is solely responsible for backing up any data or information that may be affected by the use of custom scripts. Company shall not be liable for any data loss, corruption, or damage resulting from the execution of custom scripts.
- Termination of Support: Company reserves the right to discontinue support or assistance related to any issues arising from custom scripts or user-generated content. Company may provide support at its discretion, but it is not obligated to do so. Termination of support does not terminate Licensee's License rights.
- Acceptance of Risk: By using custom scripts and user-generated content with the Software, the Licensee acknowledges and accepts the inherent risks associated with their use and releases Company from any liability in this regard.
7. General Provisions
7.1 Export Control Regulations
Licensee expressly acknowledges and agrees that Licensee shall not export, re-export, or provide the
Software, in whole or in part, to any country to which the United States has embargoed goods; any
person on the U.S. Treasury Department's list of Specially Designated Nationals; any person or entity
on the U.S. Commerce Department's Table of Denial Orders; any person or entity where such export,
re-export, or provision violates any U.S. export control laws or regulations, including amendments and
supplemental additions as they may occur from time to time; or any person not employed by the
Licensee. Licensee shall not export the Software or any underlying information or technology to any
facility in violation of these or other applicable laws and regulations, including but not limited to
the terms of any export license or licensing provision. Licensee represents and warrants that it or its
employees, consultants, or customers who gain access to the Software are not a national, resident,
located in or under the control of, or acting on behalf of any person, entity, or country subject to
such U.S. export controls.
7.2 Severability
The parties mutually agree that if any provision of this License Agreement is held to be unenforceable
for any reason, such provision shall be reformed only to the extent necessary to make the intent of the
language enforceable.
7.3 Successor and Assigns
Neither party shall assign or transfer their rights or delegate its obligations under this License
Agreement without the prior written consent of the other party, and any attempt to do so without
consent shall be void.
7.4 Equitable Relief
Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and
that, in the event of such breach, in addition to any and all remedies at law, Company shall have the
right to seek an injunction, specific performance, or other equitable relief in any court of competent
jurisdiction without the requirement of posting a bond or undertaking or proving injury as a condition
for relief.
7.5 Governing Law
This License Agreement shall be governed by and construed in accordance with the laws of the State of
Mississippi, without regard to its conflict of laws principles. The parties agree that any legal action
or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts
located in Harrison County, Mississippi, and the parties hereby consent to the personal jurisdiction and
venue therein.
7.6 Entire Agreement
This License Agreement constitutes the sole and entire agreement of the parties as to the subject
matter set forth herein. Additional or different terms included with an order or other document shall
not be binding upon the Company. Any modification(s) or amendment(s) to this License Agreement must be
in writing and signed by each party.
Addendum to End User License Agreement
Support Services
By agreeing to this EULA, you acknowledge that software support is offered on a tiered basis and access
is dependent on the chosen tier. Please refer to the GEO Jobe Software Support Packages document for
detailed information regarding the various support packages, including features, pricing, and
availability.