Hexagon Smart M.App is an interactive, web-based workroom for designing, building and publishing a Hexagon Smart M.App for distribution within M.App Exchange. With Hexagon Smart M.App you can easily manage the lists of your developed Hexagon Smart M.App (applications), recipes, workflows, maps and content used in your applications. Using Hexagon Smart M.App for production purposes without making your application(s) available within M.App Exchange is prohibited without the written consent of Hexagon Geospatial.
As Hexagon Smart M.App is a cloud based workroom with cloud-based resources for all of our users, in order to provide similar performance for each user, heavy use and demand by any user or groups of users may result in account suspension.
Online access and maintenance
Hexagon Smart M.App is accessible 24/7, 365 at https://mapp.hexagongeospatial.com/mappstudio. Hexagon Geospatial may have scheduled maintenance downtime to update the services available to you in order to provide you with the best service. Hexagon Geospatial will make reasonable efforts to provide you with notice prior to any scheduled maintenance. In the event of un-scheduled, emergency maintenance, Hexagon Geospatial will take reasonable efforts to notify you of potential downtime, but cannot guarantee such notice. While we make all reasonable efforts to provide you with a safe, secure and stable environment to test and build your Smart M.App, you should always keep a backup of your content, data, code, etc. as Hexagon Geospatial will not be responsible for any losses you may incur during scheduled or emergency maintenance.
Term and Termination
The term of this Agreement shall coincide with the term of the Hexagon Geospatial Developer Agreement (“Developer Agreement”) that you must have to use Hexagon Smart M.App, which is usually a 12 month term with automatic renewal periods. As long as your Developer Agreement is current, the term of this Agreement is valid.
Hexagon Geospatial may terminate this agreement immediately for cause upon written notice to you if you violate Hexagon Geospatial’s intellectual property rights; or if you use, sell, attempt to license or dispose of any Hexagon Geospatial Technology or Hexagon Geospatial Software in any way in violation of this Agreement; or if you fail to perform your obligations of this Agreement or violate any term or condition of this Agreement.
Either party may terminate this agreement for convenience with 30 days’ notice to the other party.
You are prohibited from using Hexagon Smart M.App and the tools provided to you for any unlawful, obscene, offensive or fraudulent purpose in any jurisdiction for any users to include, but not be limited to:
- Any personally identifying information belonging to another person such as their full name, address, phone number, fax number, email address, chat handle/username, picture;
- Pornographic, obscene, profane, abusive, offensive, threatening, hateful or otherwise objectionable content;
- Material, the posting of which, violates any party’s copyright, trademark, patent or other intellectual property rights;
- Any content that contains a virus, worm, Trojan horse , or other damaging or destructive component
There is no charge and there are no fees associated with your use of Hexagon Smart M.App directly as Hexagon Smart M.App is a benefit of your Developer Agreement. You must have a current Developer Agreement to use M.App Studio. Failure to execute or renew your Developer Agreement may result in the suspension or termination of your access to Hexagon Smart M.App .
Other Applications that you access and utilize within Hexagon Smart M.App may be subject to fees. It is your responsibility to review the terms associated with those Applications and pay the required fees for those Applications, when applicable.
Warranty, Limitation of Liability and Indemnity of Hexagon Geospatial
HEXAGON GEOSPATIAL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. HEXAGON GEOSPATIAL SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE PERFORMANCE OF THIS AGREEMENT. THE FOREGOING WARRANTY IS HEXAGON GEOSPATIAL’S ENTIRE WARRANTY AND ITS SOLE LIABILITY AND IS IN LIEU OF ALL OTHER WARRANTIES, LIABILITIES AND REMEDIES. HEXAGON GEOSPATIAL DOES NOT WARRANT INTERRUPTED OR ERROR-FREE OPERATION OF M.APP STUDIO OR THAT HEXAGON GEOSPATIAL WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD-PARTY ACCESS.
HEXAGON GEOSPATIAL SHALL NOT BE LIABLE FOR ANY LOSS SUFFERED BY YOU WHETHER INDIRECT OR CONSEQUENTIAL INCLUDING, BUT NOT LIMITED TO, LOSS OF PRODUCTION, LOSS OR CORRUPTION OF DATA, OR LOSS OF PROFITS OR CONTRACTS. HEXAGON GEOSPATIAL SHALL NO LIABILITY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT IT HAS REASON TO KNOW OF THE POSSIBILITY OF SUCH LOSS. THE TOTAL LIABILITY OF HEXAGON GEOSPATIAL TO YOU IN CONNECTION WITH THIS AGREEMENT WHATSOEVER SHALL BE LIMITED TO THE AMOUNT OF ANY FEES PAID BY YOU FOR YOUR USE OF M.APP STUDIO OR $50 WHICHEVER IS LESS.
You shall be solely responsible for any and all product warranties, end-user support/assistance and product support with respect to any applications you test and build using M.App Studio.
If Hexagon Geospatial, at its own discretion, believes that any part of the services available within M.App Studio may infringe or may be alleged to infringe on the intellectual property of a third-party, Hexagon Geospatial may at its sole option and expense: (a) procure for You the right to continue to use the service or (b) replace or modify the service so that it becomes non-infringing while providing substantially equivalent functionality and performance. If, after commercially reasonable efforts, Hexagon Geospatial cannot perform the above specified remedies, then Hexagon Geospatial shall terminate the affected service(s) and refund amounts paid by you for the portion of the affected service(s) that infringes or is alleged to infringe on the intellectual property rights of a third party.
YOUR INDEMNITY TO HEXAGON GEOSPATIAL
You agree that you will be responsible for the defense of any claim, suit, action or proceeding against Hexagon Geospatial arising from allegations (1) that content and Smart M.App(s) you build constitutes infringement of a patent, copyright, trademark or trade secret of any third party, (2) that any representation, statement or warranty made by you, your employees, officers, directors, agents or representatives is false, misleading, untrue or negligent, or (3) that any actions or omissions of you constitute negligence, wantonness or intentional wrongful acts. You shall defend Hexagon Geospatial at your expense against such suit, action or proceeding. You will defend, indemnify and hold Hexagon Geospatial harmless from any and all costs, expenses, damages or awards arising or resulting from any such suit, action or proceeding. In no event may you enter into any settlement or like agreement with a third party that affects the rights of Hexagon Geospatial or binds the same in any way, without the prior written consent of Hexagon Geospatial. You also agree that you will be responsible for the defense of any claim, suit, action or proceeding arising from allegations that Your Application violates the privacy rights of any end-user(s). You agree to indemnify and hold harmless Hexagon Geospatial for any expenses, costs, damages or awards arising out of or resulting from any such suit, action or proceeding related to the privacy rights of any end-user(s).
HEXAGON SMART M.APP IS PROVIDED “AS-IS” WITH NO WARRANTY, EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY OR THEIR AFFILIATES, SUBSIDIARIES OR DISTRIBUTORS MAKE ANY WARRANTY OF ANY TYPE OR KIND, EXPRESS, IMPLIED OR STATUTORY. YOU ARE RESPONSIBLE FOR BACKING UP YOUR APPLICATIONS, DATA AND CONTENT THAT YOU BUILD, TEST OR OTHERWISE TRANSMIT TO OR FROM HEXAGON SMART M.APP.
Trademarks and Intellectual Property Ownership
Neither party shall acquire any right of any trademarks, copyrights, patents, trade secrets, commercial symbols, goodwill or other form of the other party’s intellectual or commercial property. All rights in and to the products available in Hexagon Smart M.App not expressly granted in this Agreement are reserved by Hexagon Geospatial or their respective owners. You shall not (or authorize any third party to) do any act or fail to do any act, which would jeopardize, invalidate, or be inconsistent with any copyright, trademark, or other intellectual property rights of Hexagon Geospatial.
You acknowledge and agree that Hexagon Geospatial may independently develop its own application or software program that might be similar in function or form of your Smart M.App. You agree that Hexagon Geospatial may use your Smart M.App for marketing purposes at no-cost to Hexagon Geospatial and Hexagon Geospatial will properly attribute you as the owner of the Smart M.App during any marketing purposes in which it may use your Smart M.App.
Nothing contained herein shall convey any rights of ownership, title or interest in your Smart M.App or other content within Hexagon Smart M.App to Hexagon Geospatial. Finally, You acknowledge and agree that other third-parties may develop similar applications in function or form to your Smart M.App and Hexagon Geospatial is not responsible for any claims, damages or causes of action related to any allegations by you that a third-party infringes on your intellectual property. If you believe that another application related to this Agreement violates your intellectual property, You must notify the contact under the notices section of this Agreement.
When applicable, Hexagon Smart M.App may provide you with access to content from a third party. A third party is a party not affiliated with Intergraph Corporation, Hexagon, or Hexagon Geospatial or a subsidiary thereof and not affiliated with you. Such third-party content may contain additional terms and conditions that you must agree to in order to use the third-party content. To the extent that you use third-party content within Hexagon Smart M.App, it is your responsibility to review and agree to the terms and conditions of such third-party content. The agreement for such use will be between you and the third-party. You agree to hold harmless and indemnify Hexagon Geospatial for any claims, costs and causes of action of any form your violation of the terms between you and any such third-party and any negligent or unlawful use by you of such third-party content.
Survival of certain Terms and Severability
These sections of this Agreement will survive termination of this Agreement: Trademark and Intellectual Property, Disclaimers, Warranty, Liability and Indemnity of Hexagon Geospatial, Your indemnity to Hexagon Geospatial, Our Response to Third Party Requests. If any court of competent jurisdiction finds any clause of this Agreement to be unenforceable for any reason, that clause of this Agreement shall be enforced to the maximum extent permissible to effect the intent of the parties and the remainder of this Agreement shall continue to be in full force and effect.
Our Response to Third Party Requests
A “Third Party Request” is a request from a party that is neither Hexagon Geospatial, its affiliates and subsidiaries or you but may be related to your content, data or Smart M.App application. Such Thirds Party Requests may include valid search warrants, court orders or subpoenas.
To the extent that it is commercially reasonable to do so and allowed by law, Hexagon Geospatial will endeavor to (a) promptly notify you of the receipt of a Third Party Request from a third party; (b) comply with Your commercially reasonable requests related to your efforts to oppose a Third Party Request; and (c) assist you with information and tools You may need in responding to the Third Party Request.
Assignment; Relationship of the Parties
This Agreement may not be assigned by You by operation of law, merger or any other means without the express prior written consent of Hexagon Geospatial and any such attempted assignment is null and void without such consent. This Agreement will not be construed as creating a partnership, joint venture, fiduciary duty, or any other form of legal association between You and Hexagon Geospatial.
Any notices relating to this Agreement shall be in writing to the addresses below:
To: Hexagon Geospatial
Attn: Legal Department, M.App Studio
305 Intergraph Way
Madison, Alabama 35758
This Agreement shall be governed, interpreted, or construed in accordance with the laws of the State of Alabama, United States of America. Jurisdiction and venue for any dispute arising under this Agreement shall be in the U.S. District Court for the Northern District of Alabama or the Circuit Court of Madison, County, Alabama. The parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of goods as to interpretation or enforcement of this Agreement.
This Agreement, together with any Exhibits executed by the parties pursuant to this Agreement, shall constitute the entire agreement between You and Hexagon Geospatial for Hexagon Smart M.App and shall supersede all proposals, oral and written, between You and Hexagon Geospatial on this subject. No other provisions, whether oral or written, between the parties shall be valid or binding unless contained herein. The headings in this Agreement are intended solely for convenience and shall be given no effect in the interpretation of this Agreement. This Agreement may only be amended or modified by written agreement executed by both parties.
 Hexagon Geospatial, a division of Hexagon AB, has registered trademarks in many countries throughout the world. For information about the countries in which the trademarks are registered, please visit http://www.hexagongeospatial.com/legal/trademarks.