M.App Chest is a full-scale geospatial content management service provided to You for a fee by Hexagon Geospatial. These services include, but are not limited to, providing You with the ability to use M.App Chest to upload, compress, download and publish Your content in accordance with these Terms.
Online access and maintenance
Hexagon Geospatial may have scheduled maintenance downtime and will notify users of scheduled maintenance downtime. In the event of un-scheduled, emergency maintenance, Hexagon Geospatial will endeavor to notify users whenever possible of potential downtime, but cannot guarantee such notice. Hexagon Geospatial is not responsible for any losses You may incur during a scheduled or emergency maintenance downtime.
You are responsible for the content You upload to and publish from M.App Chest. Except as otherwise provided for herein, You agree that Hexagon Geospatial is not responsible for any of the content You upload to and publish from M.App Chest and will not be responsible or liable for any damages incurred as a result of Your use of M.App Chest. M.App Chest is a content management system and therefore Hexagon Geospatial is not responsible for any claims of infringement against You relating to any of the content You upload or publish. You also warrant and represent that You have the right to use and or upload and publish the content You deposit into M.App Chest. To the extent that Hexagon Geospatial is aware or made aware of an alleged infringement, responses will be governed by the policy set forth in “How to report Copyright and Trademark Violations” policy document available online at: http://www.intergraph.com/reportviolations.aspx
You are prohibited from uploading, publishing, posting or otherwise transmitting to M.App Chest the following information:
- 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;
Uploading, publishing, posting or otherwise transmitting any prohibited content may be cause for termination of Your subscription to M.App Chest at the sole discretion of Hexagon Geospatial.
You acknowledge and agree that Hexagon Geospatial may occasionally scan the content of the users of M.App Chest in the normal course of business for purposes such as extracting metadata to support search function, archiving data as necessary, etc. Hexagon Geospatial will not share Your content with any third-parties or other users.
A subscription fee is required to be paid by You and is in consideration for Your use of M.App Chest. Your subscription provides You with an allocated amount of storage space for Your content. The amount of allocated storage space is determined by the subscription level You purchased. You are responsible for all taxes and Hexagon Geospatial will charge the applicable tax when You purchase Your subscription. If You are tax exempt, You must provide Your tax certificate to Hexagon Geospatial.
If You require a purchase order, You must provide Hexagon Geospatial with a purchase order number at the time of purchase and agree that any terms and conditions on Your purchase order are null and void.
Excess Storage Fee(s)
If You exceed the data storage amount allocated to Your account, You agree and understand that You will be automatically billed at the then current rate for the data storage that exceeds Your allocated amount and you agree to pay such excess storage fees. Failure to pay such excess storage fees may result in your account being suspended or terminated.
Warranty, 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 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 THE SUBSCRIPTION FEE PAID BY YOU TO USE M.APP CHEST.
If Hexagon Geospatial, at its own discretion, believes that any part of the services available within M.App Chest 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. THE INDEMNITIES ABOVE ARE HEXAGON GEOSPATIAL’S AND YOUR ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
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) content You submit 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. THE FOREGOING STATES THE ENTIRE LIABILITY OF YOU WITH RESPECT TO INFRINGEMENT BY YOUR USE OF M.APP CHEST.
The M.App Chest Service 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 data and content that You deposit, upload, post or transmit to M.App Chest.
Trademarks and Intellectual Property
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 M.App Chest and M.App Chest 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. For the avoidance of doubt, You own your content and the parties agree and acknowledge that this Agreement does not give Hexagon Geospatial any ownership interest in Your content that You upload, compress, download and publish through Your use of M.App Chest.
Account, Term, Renewal and Termination
If You breach any of the terms contained in the Terms, Hexagon Geospatial may immediately terminate Your subscription and account with notification to You of such termination. Refunds of any fees paid to Hexagon Geospatial for Your subscription or any other services which may be available through M.App Chest will not be provided unless required by law.
The term of this Agreement is on a subscription basis beginning on the date You successfully pay for Your subscription (“Effective Date”) and ending 12 months from that date (“Expiration Date”).
Prior to the Expiration Date, Hexagon Geospatial will notify You and provide You with the details on how to renew Your subscription. If You do not renew Your subscription to M.App Chest, Your content may be removed from M.App Chest and not recoverable. Hexagon Geospatial is not responsible for any loss of data or content lost related to the failure to renew Your account.
You may terminate Your account and this Agreement at any time by deleting Your account within M.App Chest. Once You delete Your account it cannot be recovered and it is Your responsibility to back-up Your content outside of M.App Chest. Hexagon Geospatial will not be responsible for any lost content or data upon the termination of an account. A confirmation email may be sent to You to confirm Your identity and Your decision to delete Your account before Your account is terminated. Refunds for subscriptions will not be provided to You, unless required by law, should You terminate Your subscription.
Survival of certain Terms
These sections of this Agreement will survive termination of this Agreement: Trademark and Intellectual Property, Your fees, Excess fees, Account and Agreement Termination, Disclaimers, Warranty, Liability and Indemnity of Hexagon Geospatial, Your indemnity to Hexagon Geospatial, Our Response to Third Party Requests.
You will prevent any unauthorized access by Your End Users which may consume Your content and terminate any unauthorized use of or access to M.App Chest. M.App Chest is not for use by individuals under the age of 13. You will not allow any person under the age of 13 to use M.App Chest. You will promptly notify Hexagon Geospatial of any unauthorized use of Your M.App Chest account.
You will not use, rent, sell or otherwise lease M.App chest under any high-risk activities or activities that may lead to physical damage, personal injury or death. You will not attempt or authorize directly or indirectly any person to reverse engineer any of the services within M.App Chest.
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 and You. 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.
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 M.App Chest 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.