Hexagon Geospatial Developer Network Terms and Conditions

The Hexagon Geospatial Developer Network subscription permits its participants to utilize certain Hexagon Geospatial Technology and certain Hexagon Geospatial Software Products.  Your use of and participation in the Hexagon Geospatial Developer Network is governed by these terms and conditions, the terms and conditions incorporated herein by reference, and the Hexagon Geospatial Privacy Policy (collectively known as the “Agreement”).  By indicating your agreement with the terms of this Agreement as part of the signup process, you agree that you have received, read, and accepted these terms and conditions during your registration process for the Hexagon Geospatial Developer Network.  You further agree that these terms and conditions are enforceable against you the same way as any written, negotiated contract with Intergraph Corporation, by and through its Hexagon Geospatial Division (“Hexagon Geospatial”).  If you do not or cannot agree to these terms and conditions, you may not participate in the Hexagon Geospatial Developer Network.

Definitions

“Application” means one or more software programs developed by you.

“Hexagon Geospatial Software Products” means the computer software, object code and all contents delivered therein that are provided to you as a subscriber to the Hexagon Geospatial Developer Network.

“Hexagon Geospatial Technology” means any software, API, SDK, and tools made available to you to use within the Hexagon Geospatial Community.

Participation in the Hexagon Geospatial Developer Network

Participation in the Hexagon Geospatial Developer Network is limited to those individuals or entities that have completed the Hexagon Geospatial Developer Network registration and subscription process.  You must be over the age of eighteen to subscribe to the Hexagon Geospatial Developer Network.  You must pay the applicable fees to complete the registration process.  During the registration process you must provide certain required information which may include, but not be limited to, your full name, address, email address, and payment information.  Hexagon Geospatial will not share your information and only use your information for contacting you for its own business purposes or customer support.

Your Hexagon Geospatial Developer Network subscription is only for your personal use and you must not share your Subscription or registration information (such as username or password) with anyone else.  You are responsible for keeping your password confidential and for all activity that occurs through your account.  Hexagon Geospatial may collect registration and other information about you through the Hexagon Geospatial Community.  The collection and use of this information is governed by the Hexagon Geospatial Privacy Policy.

Hexagon Geospatial Developer Network subscription benefits include access to software, sample source code, licenses, SDK’s, API’s, forums, and news regarding the Hexagon Geospatial Developer Network.  Hexagon Geospatial will determine, at its own discretion, the access and benefits a Hexagon Geospatial Developer Network subscriber receives.  These benefits may be modified from time to time by Hexagon Geospatial, and are always available to be viewed at the following URL: http://community.hexagongeospatial.com/t5/Community-Blog/HGDN-Subscription/ba-p/3597 .

As long as your account is active and this Agreement has not been terminated, you are hereby permitted to utilize the Hexagon Geospatial Technology included in the Hexagon Geospatial Developer Network and Hexagon Geospatial Software Products to create, and develop, debug and repair Applications that you develop.  The Hexagon Geospatial Software Products included for your use as a subscriber in the Hexagon Geospatial Developer Network, along with the associated license agreements and terms of use, are located at http://community.hexagongeospatial.com/t5/Community-Blog/HGDN-Subscription/ba-p/3597, and such licenses and terms and conditions are incorporated into these terms and conditions as if they were fully set out herein.  Except as modified by these terms and conditions, Hexagon Geospatial Software Products are also subject to the Hexagon Geospatial End-User License Agreement (“EULA”), the terms of which can be found here http://www.hexagongeospatial.com/legal/standardeula.  The terms of the Hexagon Geospatial End-User License Agreement are incorporated herein by reference and made a part of this Agreement. 

You may download certain of the Hexagon Geospatial Developer Network-accessible Hexagon Geospatial Software Products for installation into your computing environment.  The terms of use applicable to the Hexagon Geospatial Developer Network-accessible Hexagon Geospatial Software Products are the same as are otherwise set out in this Agreement.

The following are permitted uses of the intellectual property and content that you develop within the Hexagon Geospatial Developer Network: you may develop, debug, and test your own solutions and Applications. 

Notwithstanding anything herein or in the Hexagon Geospatial End-User License Agreement, a Smart M.App Application that you develop using the Hexagon Geospatial Developer Network may not be used for production purposes and may not be transferred, shared, sold or licensed without prior written consent from Hexagon Geospatial.  Notwithstanding anything herein or in the Hexagon Geospatial End-User License Agreement, the duration of the licensed use of the Hexagon Geospatial Technology included in the Hexagon Geospatial Developer Network is limited to the duration of your Hexagon Geospatial Developer Network subscription.

Only participation in the Hexagon Geospatial Smart M.App Exchange will permit you to license your developed Applications, and information about the Hexagon Geospatial Smart M.App Exchange can be found here: http://www.hexagongeospatial.com/legal/MAppExchangeInfo

Only you can use your Hexagon Geospatial Developer Network subscription account.  Sharing accounts will result in an immediate account termination at the sole discretion of Hexagon Geospatial.  Hexagon Geospatial is not responsible for any losses of code or expenses or damages of any kind should your account be terminated.  You agree that you will not release, decompile, reverse engineer, or disassemble any Hexagon Geospatial Technology or Hexagon Geospatial Software you may be exposed to or use during your participation as a Hexagon Geospatial Developer Network subscriber.  

Support terms for Hexagon Geospatial Technology accessed through the Hexagon Geospatial Developer Network are found at this URL http://www.hexagongeospatial.com/legal/hgdnsupportterms and are incorporated herein by reference.

Term and Termination

The term of this Agreement for a Hexagon Geospatial Developer Network Subscription shall begin on the date of your approval email and continue for 12 months.  Refunds are not provided for early termination of your account.  Prior to the expiration of your subscription, you will receive notice from Hexagon Geospatial with instructions on how to renew your subscription.  You agree to provide and maintain accurate billing information to include, but not be limited to your full name, billing address and billing account information (credit card, debit card, ACH, etc.).  You understand that your failure to pay the Hexagon Geospatial Developer Network subscription fees on or before the renewal date will result in the termination of subscriber-level account access and any data or content that may be associated with your Hexagon Geospatial Developer Network account.  Hexagon Geospatial is not responsible for such loss of your access, data, revenue, or profits under any theory or cause of action for your failure to maintain and renew your Hexagon Geospatial Developer Network subscription.

Your participation in the Hexagon Geospatial Developer Network is contingent on adherence with the terms and conditions of this Agreement and your account may be terminated at the sole discretion of Hexagon Geospatial should you breach any terms of this Agreement.

You may terminate your account by deleting your account for the Hexagon Geospatial Community.  Once you delete your account it cannot be recovered.  A confirmation email may be sent to you to confirm your identity and your decision to delete your account.

Hexagon Geospatial may terminate this Agreement immediately upon written notice if you violate Hexagon Geospatial’ s intellectual property rights; or if you use, sell 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 its obligations or violates any term or condition of this Agreement.  You may, however, be afforded the opportunity to take corrective action to cure any breach within 30 days of the date of the notification of the breaching event described in this paragraph at the sole discretion of Hexagon Geospatial.

Either party may terminate this Agreement upon the dissolution, liquidation, insolvency, bankruptcy, appointment of a receiver, assignment for the benefit of creditors, change of ownership, or violation of applicable laws of the other Party, including but not limited to export and corruption laws.

Either party may terminate for convenience with 30 days’ notice.

In addition to the previously mentioned reasons for termination, Hexagon Geospatial may immediately terminate your account for any reason with notification to you of such termination.

Termination of this Agreement shall not release you from the obligation to pay Hexagon Geospatial any amounts due at termination or anytime thereafter, or operate to discharge any liability which has been incurred by Hexagon Geospatial or by you, prior to the effective date of such termination.

Upon termination of your account, your license to use the Hexagon Geospatial Community and the Hexagon Geospatial Community Content will terminate immediately and you must immediately cease using, and destroy all complete and partial copies of the Hexagon Geospatial Community Content within your possession or control.  Any work or content in any stage of completion may be removed from the Hexagon Geospatial Community and no longer available and not recoverable by Hexagon Geospatial.  It is your responsibility to maintain your own copies and backups of anything you develop, including but not limited to Application code.  Hexagon Geospatial is not responsible for any loss of code, content, or data that is removed from the Hexagon Geospatial Developer Network as a result of the termination of your account.  You agree to indemnify and hold harmless Hexagon Geospatial for any such loss(es).

Ownership

Hexagon Geospatial, Intergraph Corporation, and its subsidiaries and affiliates retains all rights, title and interest in and to the Hexagon Geospatial Software Products, Hexagon Geospatial Technology, and any updates it may make available to you under this Agreement.

The parties agree that this Agreement does not give Intergraph Corporation, its subsidiaries and affiliates ownership interest in any of your code, Applications, or intellectual property you owned prior to your participation in the Hexagon Geospatial Community or to any of the code, Applications, or intellectual property you may create during your participation in the Hexagon Geospatial Developer Network.  You also agree that nothing contained in this Agreement shall abridge the right of Hexagon Geospatial to independently develop code, solutions, applications, software, or intellectual property that may be similar to code, Applications, or intellectual property that you create during your participation in the Hexagon Geospatial Developer Network.

The Hexagon Geospatial Community

Your participation in the Hexagon Geospatial Developer Network may also include access to community forums, access to certain Hexagon Geospatial Technology and a code sharing community.  The terms and conditions for forum usage in the Hexagon Geospatial Community can be found here http://community.hexagongeospatial.com/t5/Community-Blog/Hexagon-Geospatial-Community-Terms-of-Service/ba-p/1339.

The Hexagon Geospatial Community forums are provided as a convenience to you and Other Users, and Hexagon Geospatial is not obligated to provide any technical support for, or participate in, Forums.  While Forums may include information regarding Hexagon Geospatial products and services, including information from Hexagon Geospatial employees, they are not an official Hexagon Geospatial customer support channel.  Information available on the Forums may be provided by Other Users.  Hexagon Geospatial does not endorse nor is it responsible for any opinion, advice, information, or statements made in the Forums by Other Users.  The opinions expressed in the Forums reflect solely the opinions of the individuals who submitted those opinions, and may not reflect the opinions of Hexagon Geospatial.  You are responsible for the content you post on the Hexagon Geospatial Community website (including Forums).  You agree that Hexagon Geospatial is not responsible for the accuracy of any of the content posted in or on the Hexagon Geospatial Community websites and will not be liable for any damages incurred as a result of the use of any content provided therein.  Other users and participants in the Hexagon Geospatial Community may post links to content hosted and maintained by third parties.  Hexagon Geospatial has no obligation to monitor these linked sites and is not responsible for them.  Accessing any such links is done entirely at your own risk.

Your Indemnity Obligations 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 the contributions or use of the Hexagon Geospatial Developer Network or Hexagon Geospatial Community by you and your employees, officers, directors, agents or representatives.  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.  THE FOREGOING STATES THE ENTIRE LIABILITY OF YOU WITH RESPECT TO INFRINGEMENT BY YOUR PARTICIPATION IN THE HEXAGON GEOSPATIAL COMMUNITY.

You shall defend, indemnify, and hold harmless Hexagon Geospatial, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, due to or arising out of the use of the Hexagon Geospatial Developer Network or Hexagon Geospatial Community, the violation of these terms and conditions, or the violation or infringement of any third party rights, including intellectual property rights, by you and your employees, officers, directors, agents or representatives.  You shall defend Hexagon Geospatial at your expense against such suit, action, or proceeding. 

Warranties and Disclaimers

HEXAGON GEOSPATIAL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE AVAILABILITY, USE, TIMELINESS, SECURITY, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE HEXAGON GEOSPATIAL COMMUNITY OR THE COMMUNITY CONTENT, OR ANY OTHER WEB SITES LINKED TO OR FROM THE HEXAGON GEOSPATIAL COMMUNITY.  ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE HEXAGON GEOSPATIAL COMMUNITY IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, OR USE OF THE HEXAGON GEOSPATIAL COMMUNITY.  THE HEXAGON GEOSPATIAL COMMUNITY AND THE COMMUNITY CONTENT, INCLUDING BUT NOT LIMITED TO ANY SOFTWARE, IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.  HEXAGON GEOSPATIAL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.  THE FOREGOING WARRANTY IS HEXAGON GEOSPATIAL’S ENTIRE WARRANTY AND ITS SOLE LIABILITY AND IS IN LIEU OF ALL OTHER WARRANTIES, LIABILITIES, AND REMEDIES.

Liability

HEXAGON GEOSPATIAL SHALL NOT BE LIABLE FOR ANY LOSS SUFFERED BY YOU WHETHER DIRECT, 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 BEAR 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 SHALL BE LIMITED TO THE GREATER OF ONE-HUNDRED ($100) USD OR THE SUBSCRIPTION FEE PAID BY YOU TO PARTICIPATE IN THE HEXAGON GEOSPATIAL DEVELOPER NETWORK.

Confidentiality

Any information that you may receive from Hexagon Geospatial identified as confidential shall not be released or shared to any other person or entity.  You acknowledge that the release of such confidential information may result in irreparable harm to Hexagon Geospatial to which money damages would be both incalculable and an insufficient remedy for Hexagon Geospatial.

Revisions to Terms

Hexagon Geospatial may revise these terms and conditions at any time with or without notice, and you further agree that any modifications or revisions to these terms and conditions will be enforceable against you as modified.  The revised Terms of Use will be effective when posted.  You can review the most current Terms of Use at http://www.hexagongeospatial.com/legal/hgdnsubscriptionterms.  It is your responsibility to review the modified terms and conditions and your responsibility to object to or terminate your account with Hexagon Geospatial if you do not or cannot agree to any modified terms and conditions.

Trademarks

The trademarks, logos, trade names, and service marks ("Marks") displayed within the Hexagon Geospatial Community and on the Hexagon Geospatial Community Content are the properties of Hexagon Geospatial and/or other third parties.  You are not permitted to use these Marks without the prior written consent of Hexagon Geospatial or other original Hexagon Geospatial Community Content owner.

Neither party shall acquire any right of any Trademarks, copyrights, patents, trade secrets, commercial symbols, goodwill, or other form of the other parties’ intellectual or commercial property, except for the limited license rights granted in this Agreement.  All rights in and to the products not expressly granted in this Agreement are reserved by Hexagon Geospatial.  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.

Effective Date

The effective date of this Agreement is the date of you indicated your acceptance of these terms and conditions through the registration process. 

Other Terms

You agree that Hexagon Geospatial may send you important information and notices regarding the Hexagon Geospatial Community and your Hexagon Geospatial Community account by email, text messaging, or other means based on the information you provide to Hexagon Geospatial.  Hexagon Geospatial’s Privacy Policy can be found here http://www.hexagongeospatial.com/privacy.

You certify that are of the legal age of majority in the jurisdiction in which you reside and have the right and authority to enter into this Agreement on your own behalf or on behalf of your organization or legal entity and the authority to bind the same.

You certify that the required information you provide to Hexagon Geospatial for your registration and participation in the Hexagon Geospatial Developer Network is true, complete, and accurate.  You also agree that Hexagon Geospatial may share such information on a need-to-know basis only with third parties for internal business purposes (such as customer support and service, court order, intellectual property inquiries, etc.). 

All prices and fees quoted to you are exclusive of, and you shall be liable for and shall indemnify and hold Hexagon harmless from and against, each and every country’s federal, state, municipal, or other governmental, withholding, excise, sales, use, value added, goods and service tax, or any other taxes, tariffs, custom duty, or importing fee (“Taxes”).  Taxes shall expressly exclude any United States (i) federal, (ii) state, (iii) municipal, (iv) or other governmental income taxes, franchise taxes and other like taxes measured by Hexagon’s net income.  Taxes shall expressly include any related interest and/or penalty. 

You shall be deemed to have accepted the software and services upon any utilization of the software or services by you.

Payment for a Hexagon Geospatial Developer Network subscription is due in full at signup and shall be made in the manner directed in the Hexagon Geospatial Developer Network registration website. 

Your subscription to the Hexagon Geospatial Developer Network cannot be assigned by you or shared with another person or entity.

Entire Agreement

This Agreement, together with any revisions to the Terms of Use, shall constitute the entire agreement between you and Hexagon Geospatial for the Hexagon Geospatial Developer Network and shall supersede all proposals, discussions, and presentations, whether oral or written.  No other provisions between the parties shall be valid or binding unless contained or referenced 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's Geospatial Division

Hexagon's Geospatial division creates solutions that visualize location intelligence, delivering a 5D smart digital reality with insight into what was, what is, what could...