A2E | Terms of Use
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Terms of Use

Welcome to http://www.arc2earth.com/ (the “Site”) owned and operated by Arc2Earth LLC  (“Arc2Earth,” “we,” “us,” or “our”).  We provide online services to assist our users, such as yourself (“You” or “Your”), with their GIS data needs over the internet (the “GIS Data”), as well as other related services, including without limitation, software downloads (collectively, the “Services”).  The following terms and conditions (the “Terms of Use”) form a binding agreement between You and us.  Please review the following terms carefully.  Each time you access the Site or use the Services, You are agreeing to be bound by these terms, whether You are a “Visitor” (which means that You simply browse the Site), or You are a “Registered User” (which means that You have registered with Google Inc. for a Google App Engine account and established an account with Google which is linked to our Site and Services (Your “Account”)).  IF YOU DO NOT AGREE TO ALL OF THESE TERMS, WE ARE UNWILLING TO GRANT YOU ACCESS TO THE SITE OR SERVICES, AND YOU MUST CEASE ACCESS TO THE SITE AND SERVICES IMMEDIATELY.  In addition, certain areas of the Site or Services may be subject to additional terms of use, that we make available for your review or otherwise linked to that portion of the Site or Services to which such additional terms apply.  For example, if you are downloading one of our products (“Products”), you are subject to those additional license terms applicable to such Product, in addition to these Terms of Use.  By downloading Products, or any part thereof, You agree to be bound by the additional terms of use applicable to such Products that may be disclosed to You.  In the event that any of the additional terms of use governing a Product conflict with these terms, the additional terms will control.

1. USERS.  You promise that all information you provide to us is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it true, accurate, current and complete.  If we believe or suspect that such information is untrue, inaccurate, not current or incomplete, we may deny or terminate Your access to the Site or Services (or any portion thereof).

a)    VISITORS AND REGISTERED USERS.   Visitors may browse the Site in accordance with these Terms of Use, but will not have access to certain Services (which may include downloading Products) without first becoming Registered Users.  In order to use the Services available to a Registered User, You are required to set up a Google App Engine Account with Google Inc. which is linked to our Services.  When You set up an Account, You are required to select a unique user ID (“User ID”) and password to access the Services.  You may not transfer or share Your User ID, password or Account information (collectively, the “Account Information”) with any third parties, and You are solely responsible for maintaining the confidentiality of Your Account Information.  You acknowledge and agree that we rely on User IDs to know whether users accessing the Site and using our Services are authorized to do so.  If someone accesses our Site or Services using a User ID that we’ve issued to You, we will rely on that User ID and will assume that it is really You or Your representative who is accessing the Site and Services.  You are solely responsible for any and all use of Your User ID and Account and all activities that occur under or in connection with Your User ID or Account.  You agree to be responsible for any act or omission of any users that access the Site or Services under Your User ID or Account that, if undertaken by You, would be deemed a violation of these Terms of Use, and that such act or omission shall be deemed a violation of these Terms of Use by You. Please notify us immediately if You become aware that Your User ID or Account is being used without authorization. You agree not to register for more than one Account, register for an Account on behalf of an individual other than Yourself, or register for an Account on behalf of any group or entity unless you are authorized to bind such person, group or entity to these Terms. By registering another person, group or entity you hereby represent that you are authorized to do so.

b)    SYNC USERS.  Certain Cloud Services and/or Products may be only available to Sync Users who, besides creating an Account, have submitted payment of all applicable services and/or license fees to us in order to access, view and/or download certain Cloud Services and/or Products.  As a Sync User, prior to receiving the Services or Products, You must create an Account and submit an order for the Services or Products by selecting the Services You wish to access and/or the Products you wish to download and submitting all applicable fees, which are due and payable at the time of Your order for the Services or Products in accordance with subsection (c) below.   You accept and acknowledge that unless you create an Account, as provided in clause 1(b) above, you may not be able to access the Services even if you download the Products and that termination of your account with Google Inc. for the Google App Engine may result in impossibility of accessing the Services and therefore will result in cessation of such Services. Arc2Earth is not responsible to you if you terminate your Account.

c)    PAYMENT.  To submit an order for any Services and/or Products, You must be at least eighteen (18) years of age or the applicable age of majority in Your jurisdiction. We may permit you to submit payment for Services and/or Products through a third party payment service provider at our discretion, in which case you represent and warrant that you have complied with all requirements of such third party service provider and that we have the right to request and receive payment from such third party service provider regarding Your purchase of access to the Services and/or Products.  In the alternative, if  we request payment for Services and/or Products to be submitted directly through the Site, You will be required to give us a valid credit card number (VISA, MasterCard, American Express, Discovery or any other issuer then accepted by us) and associated payment information at the time You order any Services and/or Products hereunder, including all of the following: (i) Your name as it appears on the card, (ii) the credit card type, (iii) the date of expiration of Your credit card, (iv) billing address, and (v) any activation numbers or codes needed to charge Your card. Your credit card issuer agreement governs Your use of Your designated credit card, and You must refer to that agreement and not these Terms of Use to determine Your rights and liabilities as a cardholder. You agree that no additional notice or consent is required before we (or our third party payment service provider) invoice the credit card for all amounts due and payable.  By providing us with Your credit card number and associated payment information, You agree that we, and/or our third party payment service providers are authorized to immediately invoice Your Account for all fees and charges due and payable to us as a result of Your order, including but not limited to Service fees, set up fees, license fees, subscription fees or any other fee or charge associated with Your access to the Services and/or Products.  In the event that access to the applicable Service requires a recurring payment, you agree that we (or our third party payment service provider) may automatically invoice Your Account at the beginning of each recurring period. You agree to immediately notify us and/ or our third party payment service provider of any change in Your billing address or the credit card used for payment hereunder. We reserve the right, at any time, to change our prices and billing methods for Services and/or Products without prior notice.  You agree that in the event we are unable to collect the fees You owe us for the Services and/or Products specified in Your order, we may take any other steps we deem necessary to collect such fees from You, and that You will be responsible for all costs and expenses incurred by us in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that we may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due.

2. OWNERSHIP.  You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site or Services (“Our Technology”) and the proprietary software Products are: (a) copyrighted by Arc2Earth and/or its licensors under United States and international copyright laws; (b) subject to other intellectual property and proprietary rights and laws; and (c) owned by Arc2Earth or its licensors.  Our Technology and our Products may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, reversed engineered, decompiled or redistributed in any way without our prior written permission and/or the prior written permission of our applicable licensors.  You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology and/or to any license under which we provide you our Products.  Nothing in these Terms of Use grants You any right to receive delivery of a copy of Our Technology or  our Products or to obtain access to Our Technology or Products except as generally and ordinarily permitted through the Site according to these Terms of Use.  Furthermore, nothing in these Terms of Use will be deemed to grant, by implication, estoppel or otherwise, (i) a license to Our Technology except as expressly provided herein or (ii) a license to our Products except as expressly provided when such Product is downloaded.  Certain of the names, logos, and other materials displayed on the Site, the Products or in the Services constitute trademarks, tradenames, service marks or logos (“Marks”) of us or other entities.  You are not authorized to use any such Marks.  Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.  Any use of third party software provided in connection with the Site, the Products or the Services will be governed by such third parties’ licenses and not by these Terms of Use.

3.GIS DATA AND RELATED SERVICES.   You understand, acknowledge and agree that we provide the Site and Services as a tool to enable You to locate GIS Data and other related information, including other services providers that may help you with respect to Your search for GIS Data. We do not provide any advice with respect to the abilities of any other service providers You may choose, including without limitation Google Inc and the Google App Engine, and it is Your obligation and duty to make whatever inquiries and investigations are necessary in order to satisfy yourself with respect to such persons and/or companies.  The provision by us of the name of any other service provider is in no way to be construed as an endorsement or approval by us of such person and/or company, nor are we acting as the representative of any such person and/or company.  We make no representation whatsoever about the ability of any GIS Data to fulfill your needs, or to be fit for a particular purpose or other service provider to perform the services, including Google Inc. You agree that we shall have no liability for any losses You might incur as a result of using the GIS Data or by entering into transactions with other entities or companies by using the Site, the Products or the Services. You authorize us to forward Your information to our network of participating service and/or information providers. You understand that the service providers may keep Your information, whether or not You complete a transaction with them. You hereby authorize the potential service provider to contact You directly either by phone, mail, or email.  You understand and agree that nothing on the Site or through the Services constitutes an offer, promise, solicitation or otherwise, either to enter into any transaction, or that any participating service provider will enter into a transaction on any specific terms.    YOU UNDERSTAND THAT INFORMATION THAT YOU SUBMIT TO US FOR PURPOSES OF BEING CONTACTED BY ANOTHER SERVICE PROVIDER IS SUBMITTED PRECISELY FOR THE PURPOSE OF DISCLOSURE IN A VARIETY OF MEDIA AND CHANNELS, AND THEREFORE SUCH INFORMATION IS NOT SUBJECT TO ANY CONFIDENTIALITY OBLIGATION

4.RULES REGARDING INFORMATION AND OTHER CONTENT.  When You access the Site and/or Services, You obtain access to various kinds of information and materials, all of which we call “Content.”  Content also includes any information and materials posted to the Site or through the Services by You.  As between You and us, You retain any intellectual property rights in any copyrighted materials and trademarks that are contained in Content that You post to the Site or through the Services.  You grant us a non-exclusive, royalty-free, fully paid, fully sublicenseable, worldwide license, under any and all of Your intellectual property rights related to that Content, to the extent necessary for us to provide the Services.  You also authorize us to sublicense those rights to our contractors who help us provide the Services.  You agree not to revise Content posted by others, and You represent and warrant that You will not post or use any Content in any manner that:

  • Infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
  • violates the privacy, publicity, or other rights of third parties;
  • is discriminatory, defamatory, obscene, threatening, abusive, or hateful, as determined by Arc2Earth in its sole discretion; or is false or inaccurate.

Though we strive to enforce these rules with all of our users, and our other customers, You may be exposed through the Site or Services to Content that violates our policies or is otherwise offensive. You access the Site and Services at Your own risk.  We may, but are not obligated to, delete user Accounts and/or remove Content from the Site if we determine or suspect that those Accounts or Content violate the terms of these Terms of Use or the applicable agreement with the offending user(s).  We take no responsibility for Your exposure to Content on the Site or through the Services whether it violates our content policies or not.

5.GENERAL RULES OF USER CONDUCT.  It is our goal to make access to our Site and Services a good experience for all of our users.  You agree not to, and represent and warrant that You will not, reproduce, duplicate, copy, sell, resell or exploit any portion of the Site or Services, use of the Site or Services or access to the Site or Services for any purposes other than for which the Site or Services are being provided to You, or do any of the following:

  • Conduct or promote any illegal activities while using the Site or Services;
  • upload, distribute or print anything that may be harmful to minors;
  • attempt to reverse engineer or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of (i) the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site and (ii) of the software Products obtained through the Site;
  • attempt to gain access to secured portions of the Site or Services to which You do not possess access rights;
  • upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
  • use the Site or Services to generate unsolicited email advertisements or spam; allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (spam);
  • use the Site or Services to stalk, harass or harm another individual;
  • use any high volume automatic, electronic or manual process to access, search or harvest information from the Site or Services (including without limitation robots, spiders or scripts);
  • interfere in any way with the proper functioning of the Site and Services or interfere with or disrupt any servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services;
  • impersonate any person or entity, or otherwise misrepresent Your affiliation with a person or entity; or
  • frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages.

6.MODIFICATIONS TO TERMS.  We may change the terms of these Terms of Use from time to time on a going-forward basis.  We will notify you of any such changes by posting notice of the changes on the Site, and/or, in our sole discretion, by email (for Registered Users).  Any such modifications become effective upon the earlier to occur of (i) Your acknowledgement of such modifications; or (ii) Your continued access to and/or use of the Site or Services or your downloading of Products after we post notice of such modifications.  It is Your sole responsibility to check the Site from time to time to view any such changes to the terms in the Terms of Use.  If You do not agree to any changes, if and when such changes may be made to the Terms of Use, You must cease access to the Site, use of the Services and/or download of any Products.  You give us permission to email you for the purpose of notification as described in this Section 6.

7.MODIFICATIONS TO THE SITE OR SERVICES.  We reserve the right to modify or discontinue the Site, Services or the offering of Products with or without notice to You.  We will not be liable to You or any third party should we exercise our right to modify or discontinue the Site, Products  or Services.  If You object to any such changes, Your sole recourse will be to cease access to the Site or Services.  Continued access to the Site or Services following notice of any such changes will indicate Your acknowledgement of such changes and satisfaction with the Site or Services as so modified.

8.CHILDREN. The Services are not intended for users under the age of 18, and Arc2Earth does not knowingly collect personally identifiable information from users under the age of 18. Such users are expressly prohibited from submitting their personally identifiable information to us; any information submitted by such users will not knowingly be used, posted, or retained by us.

9.PRIVACY.  As part of the login, order and registration process, You will be asked to provide certain personal information to us.  All uses of Your personal information will be treated in accordance with our Privacy Policy, which is located at http://www.arc2earth.com/legal/privacy and is incorporated by this reference into these Terms of Use.  IF YOU ACCESS THE SITE AND/OR SERVICES OR IF DOWNLOAD ANY PRODUCTS, YOU AGREE THAT YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY.  IF YOU DO NOT AGREE TO HAVE YOUR INFORMATION USED IN ANY OF THE WAYS DESCRIBED IN THE PRIVACY POLICY, YOU MUST DISCONTINUE ACCESS TO THE SITE AND/OR THE SERVICES IMMEDIATELY AND/OR YOU MUST NOT DOWNLOAD OUR PRODUCTS THROUGH OUR SITE.

10.THIRD PARTY CONTENT AND OTHER WEBSITES.  CONTENT FROM OTHER USERS, ADVERTISERS, AND OTHER THIRD PARTIES MAY BE MADE AVAILABLE TO YOU THROUGH THE SITE AND/OR SERVICES.  BECAUSE WE DO NOT CONTROL SUCH CONTENT, YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY SUCH CONTENT.  WE MAKE NO GUARANTEES ABOUT THE ACCURACY, CURRENCY, SUITABILITY, OR QUALITY OF THE INFORMATION IN SUCH CONTENT, AND WE ASSUME NO RESPONSIBILITY FOR UNINTENDED, OBJECTIONABLE, INACCURATE, MISLEADING, OR UNLAWFUL CONTENT MADE AVAILABLE BY OTHER USERS, ADVERTISERS, AND OTHER THIRD PARTIES OR VIOLATION OF ANY THIRD PARTY RIGHTS RELATED TO SUCH CONTENT.  THE SITE AND SERVICES MAY CONTAIN LINKS TO WEBSITES NOT OPERATED BY ARC2EARTH.  WE ARE NOT RESPONSIBLE FOR THE CONTENT, PRODUCTS, MATERIALS, OR PRACTICES (INCLUDING PRIVACY PRACTICES) OF SUCH WEBSITES.  YOU UNDERSTAND THAT BY USING THE SITE AND/OR SERVICES YOU MAY BE EXPOSED TO THIRD-PARTY WEBSITES THAT YOU FIND OFFENSIVE, INDECENT OR OTHERWISE OBJECTIONABLE.  WE MAKE NO WARRANTY, REPRESENTATION, ENDORSEMENT, OR GUARANTEE REGARDING, AND ACCEPT NO RESPONSIBILITY FOR, THE QUALITY, CONTENT, NATURE OR RELIABILITY OF THIRD PARTY WEBSITES, PRODUCTS OR SERVICES ACCESSIBLE BY HYPERLINK OR OTHERWISE FROM THE SITE OR SERVICES.  WE PROVIDE THESE LINKS FOR YOUR CONVENIENCE ONLY AND WE DO NOT CONTROL SUCH WEBSITES.  OUR INCLUSION OF LINKS TO SUCH WEBSITES DOES NOT IMPLY ANY ENDORSEMENT OF THE MATERIALS ON SUCH THIRD PARTY WEBSITES OR ANY ASSOCIATION WITH THEIR OPERATORS.  IT IS YOUR RESPONSIBILITY TO REVIEW THE PRIVACY POLICIES AND TERMS OF USE OF ANY OTHER WEBSITE YOU VISIT.  YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, CONTENT, PRODUCTS, MATERIALS, OR PRACTICES OF ANY THIRD PARTY, INCLUDING OTHER USERS.

11. DURATION OF ACCESS.  You agree that Arc2Earth, in its sole discretion, may immediately terminate your access to the Site and Services at any time, for any reason, in its sole discretion.  YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES OR DELETION OF YOUR ACCOUNT OR USER CONTENT.

12. DISCLAIMER OF WARRANTIES.  YOU EXPRESSLY AGREE THAT USE OF THE SITE OR SERVICES OR DOWNLOAD OF ANY PRODUCTS IS AT YOUR SOLE RISK.  ABSENT ANY EXPRESS INDICATION TO THE CONTRARY, THE SITE, THE PRODUCTS AND THE SERVICES ARE PROVIDED BY ARC2EARTH ON AN “AS IS” AND “AS AVAILABLE” BASIS. ARC2EARTH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION.  ARC2EARTH MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES ARC2EARTH MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICES OR THE PRODUCTS OR THAT DEFECTS IN THE SITE OR SERVICES OR PRODUCTS WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES OR PRODUCTS IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICES OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.  WE AND OUR AFFILIATES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT PROTECTION OF YOUR DATA NOR GUARANTEE DATA AVAILABILITY WHATSOEVER.  YOU BEAR THE SOLE RESPONSIBILITY AND LIABILITY FOR MAINTAINING BACKUP OR ARCHIVE COPIES OF YOUR DATA AND/OR SUBMISSIONS TO THE SITE AND SERVICES.
ARC2EARTH DOES NOT GUARANTEE ANY RESULTS THROUGH USE OF THE SITE OR SERVICES OR PRODUCTS, AND IS NOT RESPONSIBLE FOR ANY PURCHASE OR SALES DECISIONS.

13.LIMITATION OF LIABILITY.  YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND TO PROVIDE THE SERVICES AND THE PRODUCTS IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES.  YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL ARC2EARTH OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO OR DOWNLOAD OF, OR THE INABILITY TO USE OR TO ACCESS OR TO DOWNLOAD, THE SITE OR THE SERVICES OR THE PRODUCTS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTY MERCHANTS OR SERVICE PROVIDERS OR FOR ANY INFORMATION APPEARING ON THIRD PARTY MERCHANT OR SERVICE PROVIDER SITES OR ANY OTHER SITE LINKED TO OUR SITE.  IN NO EVENT WILL ARC2EARTH  BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY USER.  IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES OR THE PRODUCTS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES AND THE PRODUCTS.  THE TOTAL LIABILITY OF ARC2EARTH TO YOU FOR ANY PARTICULAR CLAIM ARISING FROM OR RELATED TO THE SITE OR THE SERVICES OR THE PRODUCTS IS LIMITED TO THE GREATER OF (I) THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR THE SERVICES OR THE PRODUCTS WITH RESPECT TO SUCH CLAIM; OR (II) FIVE DOLLARS (U.S. $5.00).   NOTWITHSTANDING THE FOREGOING, THE AGGREGATE LIABILITY OF ARC2EARTH TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES OR THE PRODUCTS IS LIMITED, IN AGGREGATE, TO THE GREATER OF (A) THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR USE OF THE SITE OR SERVICES OR THE PRODUCTS; OR (B) FIFTY DOLLARS (U.S. $50.00).  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU.  TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

ARC2EARTH  RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR, OR TAKE ANY ACTION ARC2EARTH DEEMS APPROPRIATE REGARDING, DISPUTES THAT YOU MAY HAVE WITH USERS, SERVICE PROVIDERS OR OTHER CUSTOMERS OF OURS.  TO THE EXTENT THE LAW PERMITS, YOU RELEASE US FROM ANY CLAIMS OR LIABILITY RELATED TO ANY CONTENT POSTED ON THE SITE OR THROUGH THE SERVICES AND FROM CLAIMS RELATED TO THE CONDUCT OF ANY USER, SERVICE PROVIDER OR OTHER CUSTOMERS OF OURS.

WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL ARC2EARTH OR ITS LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.

14.INDEMNIFICATION.  You agree to indemnify, defend and hold harmless Arc2Earth, its parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from (1) any of Your Content and/or information that You submit, post or transmit through the Site or Services, (2) Your use of the Site or Services or Products, (3) Your violation of these Terms of Use, (4) Your violation of any rights of any other person or entity or (5) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by You into the Site or Services.

15.LINKING TO THE SITE.  You may provide links to the Site, provided that You (a) do not remove or obscure, by framing or otherwise, advertisements, proprietary notices, or other notices on the Site, and (b) discontinue providing links to the Site immediately upon our request.

16.COPYRIGHTS VIOLATIONS.  We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the Site or Services any materials that violate another party’s intellectual property rights. If you believe that any material on the Services infringes upon any copyright which you own or control, in accordance with the Digital Millennium Copyright Act, you may send a written notification of such infringement to us at: Arc2Earth, LLC, DMCA Complaints, 2 Executive Drive, Suite 200, Somerset, NJ 08873. E-mail: info@arc2earth.com.

Please provide our Copyright Agent the following information: (i) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that You claim has been infringed; (iii) a description of where the material that You claim is infringing is located on the Site or Services; (iv) Your address, telephone number, and email address; (v) a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.

17.EXPORT CONTROLS. You shall comply with, and shall, at Arc2Earth’s request, demonstrate compliance with all applicable export laws, restrictions, and regulations of any United States or foreign agency or authority.  You shall not export or re-export, or allow the export or re-export of any Product, Technology or information you obtain pursuant to these Terms of Use (or any direct Product downloaded thereof) in violation of any such laws, embargoes, restrictions or regulations.  You shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to the export or re-export of any Products in compliance with all applicable laws and regulations prior to shipment thereof.  You shall indemnify Arc2Earth from and against any and all violations of this provision.

18. CORRUPT PRACTICES.  Pursuant to the Foreign Corrupt Practices Act of the United States, You shall not corruptly make an offer, payment, promise to pay, or authorize the payment of any money, or offer, give, promise to give, or authorize the giving of anything of value to any government official for the purpose of obtaining or keeping any business, license or authorization as it may relate to our Technology, Site, Services or Products and You shall indemnify Arc2Earth from any failure to comply with, or violation of, such act by You.

19.ELECTRONIC COMMUNICATIONS.  The communications between You and Arc2Earth use electronic means, whether You visit the Site or send us emails, or whether Arc2Earth posts notices on the Service or communicates with You via email.  For contractual purposes, You (a) consent to receive communications from Arc2Earth in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Arc2Earth provides to You electronically satisfy any legal requirement that such communications would satisfy if it were in a writing.  The foregoing does not affect Your non-waivable rights.  You may also receive a copy of these Terms of Use by accessing this Site.

20. GENERAL TERMS.  You are responsible for compliance with all applicable laws.  The Terms of Use and the relationship between You and us will be governed by the laws of the State of New Jersey, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state.  Any legal action, suit or proceeding arising out of or relating to the Terms of Use, or Your use of the Site or Services must be instituted exclusively in the federal or state courts located in the State of New Jersey and in no other jurisdiction.  You further consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court.  These Terms of Use are personal to You, and You may not transfer, assign or delegate Your right and/or duties under these Terms of Use to anyone else and any attempted assignment or delegation is void.  You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of Your obligations hereunder.  The paragraph headings in these Terms of Use, shown in boldface type, are included only to help make the agreement easier to read and have no binding effect.  Any delay or failure by us to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision.  No waiver by us shall have effect unless such waiver is set forth in writing, signed by us; nor shall any such waiver of any breach or default constitute a waiver of any subsequent breach or default. These Terms of Use constitute the complete and exclusive agreement between You and us with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision of the Terms of Use will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Use will continue in full force and effect.

21.VIOLATIONS.  Please report any violations of these Terms of Use to info@arc2earth.com.This e-mail address is being protected from spambots. You need JavaScript enabled to view it

WCSR  4516607v1

LAST UPDATED.  [May 2013]