TRUE NORTH SERVICE INC., "DECK MAPS" BETA LICENSE AGREEMENT
Please Print this Agreement for future reference.
The terms of this Deck Maps Agreement (Agreement) becomes a binding contract between you ("Deck Maps User") and True North Service Inc., a Washington Corporation, with a principal place of business at 5607 Keystone Place North, Suite 203, WA 98103("Company") when you select the checkbox agreeing to the terms and conditions on the signup web page. Please read this Agreement carefully before agreeing to its terms.
By accepting the terms of this Agreement, you are agreeing to the following:
1. Definitions:
(a) "Deck Maps Data" shall mean all information provided by Company regarding the placement of applications including handset coverage on various mobile phone carrier content platforms. The manner in which the information is provided may include but is not limited to, the True North Service Inc. Deck Maps portal, a spreadsheet, editorial description, or in raw data e.g. a .csv file.
(b) "Internal Business Use" shall mean the use of Deck Maps Data for Deck Maps User's internal business purposes and shall not mean any distribution whatsoever of the Deck Maps Data or any component thereof to persons that are not Deck Maps User's authorized employees.
2. License
Deck Maps User is hereby granted a non-exclusive, non-assignable, non-transferable license to access the Deck Maps Data for Internal Business Use only and subject to all of the terms and conditions of the Agreement. Deck Maps User has no rights to the Deck Maps Data other than as expressly set forth in the Agreement.
Deck Maps User shall not distribute or broadcast Deck Maps Data or any component thereof to any third party or through any publication without written (email will suffice) authorization from Company. Company retains all intellectual property rights, including moral rights, in Deck Maps which includes but is not limited to the Deck Maps Portal design, display of Deck Maps Data, and Deck Maps trademark.
3. Deck Maps Data Accuracy
Deck Maps User understands and acknowledges that Company makes no guarantee as to the accuracy of the Deck Maps Data.
4. Contract Term:
Deck Maps User understands that this agreement covers only the beta release of Deck Maps and agrees that the terms of this Agreement are subject to change upon notification from Company.
5. LIMITATION OF LIABILITY:
IN NO EVENT WILL COMPANY BE LIABLE TO THE DECK MAPS USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, WHETHER IN AN ACTION IN CONTRACT, BREACH OF WARRANTY OR TORT, EVEN IF THE COMPANY HAS BEEN ADVISED OF, OR COULD HAVE REASONABLY FORESEEN, THE POSSIBILITY OF SUCH DAMAGES.
6. Miscellaneous:
(a) Governing Law; Jurisdiction; Attorney's Fees. This Agreement will be governed by and construed in accordance with, the laws of the State of Washington as applied to contracts performed therein but without reference to its choice of law rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. Each Party hereby irrevocably consents to exclusive personal jurisdiction and venue in the state and federal courts located in King County, Washington with respect to any actions, claims, or proceedings arising out of or in connection with this Agreement, and agrees not to commence or prosecute any such action, claim, or proceeding other than in the aforementioned courts. In any dispute concerning or arising under this Agreement or any transaction relating hereto, the prevailing Party will be entitled to reasonable attorneys' fees and costs.
(b) Independent Parties. This Agreement will not be construed to create a partnership, joint venture, agency or employment relationship between Deck Maps User and Company.
(c) Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement without consent of the other Party upon the sale by either Party of all or substantially all of such Party's stock or assets. Subject to this Section, this Agreement will inure to the benefit of and be binding upon the heirs, successors, subcontractors, and assigns of the respective Parties.
(d) Waiver. Neither party may waive or release any of its rights under this Agreement except in writing. The failure of the parties to assert a right under this Agreement or to insist upon compliance with any term shall not constitute a waiver of that right by the parties or excuse a similar subsequent failure to perform by the parties.
(e) Entire Agreement. This Agreement constitutes the entire agreement of the parties regarding the subject matter hereof and supercedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or in writing, regarding the same subject matter.
(f) Severability. Any term in this Agreement which is deemed unenforceable or illegal shall be severed from the Agreement and shall not affect the enforceability of other terms of the Agreement.
The terms of this Deck Maps Agreement (Agreement) becomes a binding contract between you ("Deck Maps User") and True North Service Inc., a Washington Corporation, with a principal place of business at 5607 Keystone Place North, Suite 203, WA 98103("Company") when you select the checkbox agreeing to the terms and conditions on the signup web page. Please read this Agreement carefully before agreeing to its terms.
By accepting the terms of this Agreement, you are agreeing to the following:
1. Definitions:
(a) "Deck Maps Data" shall mean all information provided by Company regarding the placement of applications including handset coverage on various mobile phone carrier content platforms. The manner in which the information is provided may include but is not limited to, the True North Service Inc. Deck Maps portal, a spreadsheet, editorial description, or in raw data e.g. a .csv file.
(b) "Internal Business Use" shall mean the use of Deck Maps Data for Deck Maps User's internal business purposes and shall not mean any distribution whatsoever of the Deck Maps Data or any component thereof to persons that are not Deck Maps User's authorized employees.
2. License
Deck Maps User is hereby granted a non-exclusive, non-assignable, non-transferable license to access the Deck Maps Data for Internal Business Use only and subject to all of the terms and conditions of the Agreement. Deck Maps User has no rights to the Deck Maps Data other than as expressly set forth in the Agreement.
Deck Maps User shall not distribute or broadcast Deck Maps Data or any component thereof to any third party or through any publication without written (email will suffice) authorization from Company. Company retains all intellectual property rights, including moral rights, in Deck Maps which includes but is not limited to the Deck Maps Portal design, display of Deck Maps Data, and Deck Maps trademark.
3. Deck Maps Data Accuracy
Deck Maps User understands and acknowledges that Company makes no guarantee as to the accuracy of the Deck Maps Data.
4. Contract Term:
Deck Maps User understands that this agreement covers only the beta release of Deck Maps and agrees that the terms of this Agreement are subject to change upon notification from Company.
5. LIMITATION OF LIABILITY:
IN NO EVENT WILL COMPANY BE LIABLE TO THE DECK MAPS USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, WHETHER IN AN ACTION IN CONTRACT, BREACH OF WARRANTY OR TORT, EVEN IF THE COMPANY HAS BEEN ADVISED OF, OR COULD HAVE REASONABLY FORESEEN, THE POSSIBILITY OF SUCH DAMAGES.
6. Miscellaneous:
(a) Governing Law; Jurisdiction; Attorney's Fees. This Agreement will be governed by and construed in accordance with, the laws of the State of Washington as applied to contracts performed therein but without reference to its choice of law rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. Each Party hereby irrevocably consents to exclusive personal jurisdiction and venue in the state and federal courts located in King County, Washington with respect to any actions, claims, or proceedings arising out of or in connection with this Agreement, and agrees not to commence or prosecute any such action, claim, or proceeding other than in the aforementioned courts. In any dispute concerning or arising under this Agreement or any transaction relating hereto, the prevailing Party will be entitled to reasonable attorneys' fees and costs.
(b) Independent Parties. This Agreement will not be construed to create a partnership, joint venture, agency or employment relationship between Deck Maps User and Company.
(c) Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement without consent of the other Party upon the sale by either Party of all or substantially all of such Party's stock or assets. Subject to this Section, this Agreement will inure to the benefit of and be binding upon the heirs, successors, subcontractors, and assigns of the respective Parties.
(d) Waiver. Neither party may waive or release any of its rights under this Agreement except in writing. The failure of the parties to assert a right under this Agreement or to insist upon compliance with any term shall not constitute a waiver of that right by the parties or excuse a similar subsequent failure to perform by the parties.
(e) Entire Agreement. This Agreement constitutes the entire agreement of the parties regarding the subject matter hereof and supercedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or in writing, regarding the same subject matter.
(f) Severability. Any term in this Agreement which is deemed unenforceable or illegal shall be severed from the Agreement and shall not affect the enforceability of other terms of the Agreement.
