AnySite Online - License Agreement

Thompson Associates
Online Service Agreement

(This Agreement is 3 pages)

IMPORTANT: DO NOT USE THIS ONLINE SERVICE UNTIL YOU HAVE READ AND AGREED TO THIS SERVICE AGREEMENT

This is a legal agreement between you, the on-line service subscriber, and Thompson Associates (Thompson). By using this on-line service you are consenting to the terms of this Agreement. If you do not agree to the terms of this Agreement, DO NOT USE THIS ON-LINE SERVICE.

1. DEFINITIONS/GENERAL: As used in this Agreement, "Service" means Thompson’s AnySite Online a map creation and demographic report writing service. "Subscriber" means the individual who is registered to use the Service, who has an individual User ID and password to gain access to the Service. "Permitted Output" means maps and pre-formatted demographic reports created by the Subscriber using the Service. "Third Party Licensor(s)" means any party that has licensed to Thompson the right to include its proprietary computer programs or data in Thompson’s software or data products that are used in providing the Service. "Quote form" means the form that a prospective Subscriber must complete in order to register for the Service and become an actual Subscriber. "Subscription Period" means the period of time, selected by Subscriber in the Quote form, during which Subscriber will have access to the Service. Where used herein the term "You" or "you" shall refer to the Subscriber.

2. BACKGROUND: Your Subscription to the Service will provide you with unlimited access to the Service, for the duration of your Subscription Period, for purposes of creating an unlimited number of maps and pre-formatted demographic reports. Access may be limited, especially during peak times. A subscription license is required for each user having access to the Service.

3. LICENSE AND RESTRICTIONS: In consideration of the subscription fees paid, Thompson hereby grants to Subscriber a limited, non-exclusive, non-transferable, license to use the Service during the Subscription Period and for a single Subscriber only ("Subscription"). If you wish to obtain access for more than one user, you must purchase a Subscription to the Service for each additional user needing access. In no circumstance may you allow a greater number of users to access the Service at any one time than the total number of Subscriptions for which you have paid. A Subscription may not be shared or used concurrently. The Service shall be used solely by Subscriber for its own business purposes so long as such business purposes DO NOT include generation of revenue from the sales of Permitted Output created by the Subscriber using the Service. Permitted Output may be used by the Subscriber for its business purposes, including use in its own research and marketing efforts in support of sales of its own services or products, including provision of the Permitted Output to potential third party purchasers of Subscriber’s own products and services so long as such third parties agree not to resell, sublicense or otherwise disclose any of the Permitted Output in any form and agree to use the Permitted Output only for the purposes of evaluating its decision to purchase Subscriber’s products or services. You agree to use reasonable efforts to protect against unauthorized use of the Service. All rights not specifically granted in this Agreement are reserved by Thompson.

3.1 UNLESS OTHERWISE EXPRESSLY PERMITTED HEREIN YOU MAY NOT: (1) make derivative works including but not limited to translations, adaptations, arrangements or any other alteration (each of which would become the property of Thompson or its Third Party Licensors, as applicable) of the Permitted Output; (2) sell, rent, lease or lend access to the Service; (3) sell, rent, lease, lend or otherwise license Permitted Output for revenue; (4) allow another person or entity to use your individual user ID and password; (5) place any Permitted Output on the Internet or any similar external network or network service or enter into any reseller, distribution or third party arrangements for distribution of Permitted Output such as, but not limited to, electronic, on line, subscription, "fee for service" or general, uncontrolled availability to the public without a prior written agreement with Thompson.

4. TERM AND TERMINATION: The Term of the license granted herein shall be for the Subscription Period you select in the Registration Form. Upon expiration of the Subscription Period, Subscriber must discontinue all use of the Service. If you fail to comply with any provision of the Agreement at any time, termination is automatic, without notice and without refund from Thompson, and without the necessity for recourse to any judicial authority. Upon termination for default, you must cease all use of the Service. Thompson may also enforce its other legal and equitable rights. You may terminate or cancel your Subscription at any time. You understand and agree that cancellation of your Subscription is your sole right and remedy with respect to any dispute with Thompson. Thompson reserves the right to discontinue providing the Service at any time. Your sole remedy with respect to Thompson’s discontinuance of the Service will be a pro-rata refund of Subscription fees paid.

5. SHARING OF SUBSCRIBER USER ID AND PASSWORD: You are responsible for safeguarding the use of your individual User ID and password. In the event it is discovered that your individual User ID and password is also being used by another person or entity other than the Subscriber, Thompson in its sole discretion, may terminate your Subscription immediately without refund or bill you for another Subscription.

6. SUBSCRIBER REPRESENTATION: Subscriber represents that it is not an automobile manufacturer or dealer and is not an owner or marketer of lists of names and addresses or a provider of "list hygiene" services. This section is only applicable if Subscriber has elected MapInfo Demographics as the Third Party Licensor.

7. DISCLAIMER REGARDING THE SERVICE: THE SERVICE IS PROVIDED "AS IS." EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, THOMPSON MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING BY WAY OF EXAMPLE AND NOT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF FURTHER EXAMPLE AND NOT LIMITATION, THOMPSON MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE SERVICE. THE ENTIRE RISK AS TO THE USE OF THE SERVICE IS ASSUMED BY YOU. THOMPSON PROVIDES THE SERVICE ON A COMMERCIALLY REASONABLE BASIS. THOMPSON RESERVES THE RIGHT TO INTERRUPT ACCESS TO THE SERVICE AT ANY TIME TO CONDUCT ROUTINE AND EMERGENCY MAINTENANCE AS NEEDED AND THEREFORE THOMPSON DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT ALL TIMES. DUE TO THE INHERENT NATURE OF THE INTERNET, THOMPSON DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE SERVICE AND DOES NOT GUARANTEE THAT SUBSCRIBERS WILL BE ABLE TO ACCESS OR USE THE SERVICE AT TIME OR LOCATIONS OF THEIR CHOOSING OR THAT THOMPSON WILL HAVE ADEQUATE CAPACITY FOR THE SERVICE AS A WHOLE OR IN A SPECIFIC GEOGRAPHIC AREA. ACCESS MAY BE LIMITED, ESPECIALLY DURING PEAK TIMES. IN NO EVENT SHALL THOMPSON BE LIABLE TO YOU OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR THE EFFECTIVENESS OR ACCURACY OF THE SERVICE OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASIONED BY YOUR USE OF OR YOUR INABILITY TO USE THE SERVICE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THOMPSON IS THE CANCELLATION OF YOUR SUBSCRIPTION AS DETAILED ABOVE IN SECTION 4. IN THE EVENT THE FOREGOING IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INEFFECTIVE, YOU HEREBY AGREE THAT THOMPSON’S MAXIMUM LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY YOU FOR THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING PROVISION WITH RESPECT TO EXCLUDING OR LIMITING SUCH DAMAGES MAY NOT APPLY TO YOU.

8. ACKNOWLEDGMENT: You acknowledge that you have read this LIMITED WARRANTY, understand it, and agree to be bound by its terms and conditions. You also agree that: (1) No oral or written information or advice given by Thompson, its dealers, distributors, agents or employees shall in any way increase the scope of this Limited Warranty, and you may not rely on any such information or advice. (2) Unless a written governing agreement signed by you and Thompson exists, this Agreement is the complete and exclusive statement of agreement of Thompson and you, and supersedes all proposals, oral or written, and any other communications you may have had prior to purchasing your license.

9. GOVERNING LAW: This Agreement shall be governed by the laws of the State of California.

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