Intelligent Direct Carrier Routes

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN YOU, THE END USER, AND AMERICAN DIGITAL CARTOGRAPHY, INC. ("ADCi"). BY CLICKING ON THE "I ACCEPT" LINK BELOW, OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING ADCi’s DATA, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, ADCi IS UNWILLING TO LICENSE ITS DATA TO YOU.

LICENSING TERMS FOR EVALUATION LICENSE AGREEMENT

1. GRANT OF LICENSE: After accepting this license, ADCi grants you ("Licensee") a non-transferable, non-exclusive, thirty (30) day license to use the spatial map data and documentation as defined in Section 6 below (the "Licensed Products") (i) for the limited purpose of internal evaluation by Licensee of the commercial potential of the Licensed Products, and (ii) for demonstration purposes provided that the demonstration copy of the Licensed product(s) remains on Licensee’s hardware that is at all time in Licensee’s control and possession, is not installed on any other hardware and that the party receiving the demonstration does not obtain possession or control of any copy of the Licensed Product. In no event shall Licensee use the Licensed Product(s) for commercial or revenue generating purposes. Licensee may not duplicate, manufacture, copy, reproduce, translate, modify or make derivative works of the Licensed Products. Licensee may not rent, disclose, publish, sell, assign, lease, sublicense, market, transfer or otherwise provide access to the Licensed Products or use them in any manner not expressly authorized by this Agreement. Licensee shall not derive or attempt to derive the source code or structure of the Licensed Products.

2. OWNERSHIP: ADCi reserves all rights in the Licensed Products and this Agreement does not transfer any title or interest in the Licensed Products. If the Licensed Products or any portion are modified, merged, incorporated or combined into any software, hardware, or other data, or are converted or translated into another data format, they shall continue to be subject to the provisions of this Agreement, and ADCi retains ownership of all such Licensed Products and all such portions.

3. RETURN OF LICENSED PRODUCTS: Promptly upon termination or expiration of this Agreement, Licensee shall return to ADCi, or destroy, all copies of the affected Licensed Products and other materials developed by or belonging to ADCi which are in the possession or control of Licensee and an officer of Licensee may be asked to certify in writing to ADCi that all such materials have been returned to ADCi or have been destroyed.

4. PROTECTION OF THE LICENSED PRODUCTS: The Licensed Products include confidential and proprietary information and materials and may include trade secrets. Accordingly, Licensee agrees to hold the Licensed Products in confidence and in trust. Licensee may disclose relevant aspects of the Licensed Products to its employees, agents or representatives with a need to know who have been advised of and bound by this provision. Licensee agrees to take reasonable steps to protect the Licensed Products from misappropriation or misuse. Licensee shall notify ADCi immediately if Licensee learns of any misappropriation, unauthorized use or public disclosure of the Products.

5. FEES AND PAYMENT: If Licensee does not execute a standard ADCi license agreement upon expiration or termination of this Agreement and does not promptly return the Licensed Products in accordance with Section 3 above, Licensee agrees to pay to ADCi a single user license fee (the "Single User License Fee") in accordance with ADCi’s then current List Price. The Single User License Fee shall entitle Licensee to use the Licensed Products for internal use only by one (1) user in accordance with ADCi’s End User License. Licensee shall pay any taxes on the Licensed Products or transactions, except for those based on ADCi's annual net income.

6. LICENSED PRODUCTS: Intelligent Direct, Inc. Carrier Routes

7. RELIEF: Licensee acknowledges that a breach by Licensee of its obligations under this Agreement would cause ADCi irreparable harm and, in the event Licensee breaches or threatens to breach its obligations under this Agreement, ADCi shall be entitled to injunctive and other appropriate equitable relief.

8. NO WARRANTY: The Licensed Products are provided on an "AS IS" and "WITH ALL FAULTS" basis. ADCi EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, EFFECTIVENESS, COMPLETENESS, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY ADCi OR ANY OF ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY, AND LICENSEE IS NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION.

9. DISCLAIMER OF LIABILITY: IN NO EVENT SHALL ADCi BE LIABLE TO LICENSEE FOR MATTERS ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. ADCi SHALL NOT BE LIABLE TO LICENSEE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THIS AGREEMENT OR ANY LICENSE OR THE USE OF OR INABILITY TO USE THE LICENSED PRODUCTS, EVEN IF ADCi HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. MISCELLANEOUS: Nothing in this Agreement shall create a joint venture, partnership or principal-agent relationship between ADCi and Licensee. This is the exclusive and complete Agreement between ADCi and Licensee regarding its subject matter. This Agreement may be amended, altered, or modified only by a writing executed by both parties. Licensee may not assign any part of this Agreement without ADCi’s prior written consent. Upon any attempt by Licensee to assign, transfer or convey all or any portion of this Agreement, this Agreement shall be immediately terminated. This Agreement shall terminate automatically, without notice, if Licensee breaches any of its obligations hereunder. Licensee acknowledges and understands that the Licensed Products may be subject to restrictions on exportation and agrees to comply with any applicable export laws. In the event that any provision or part of a provision of this Agreement is determined to be invalid, illegal, or unenforceable, such provision or part thereof shall be stricken from this Agreement and the remainder of this Agreement shall be valid, legal, and enforceable to the maximum extent possible. Any notice under this Agreement shall be delivered by U.S. certified mail, return receipt requested, or by overnight courier to ADCi, 338 W. College Ave., Suite 201, Appleton, WI 54911. Facsimile signatures shall be deemed original. The agreement is bound by the laws of the State of Wisconsin as well as applicable federal law. In addition, you agree that in the discretion of ADCi, you may be sued and are subject to the personal jurisdiction of either the Circuit Court for Outagamie County, Wisconsin or the Federal District Court for the Eastern District of Wisconsin located in Milwaukee. You will waive any rights for change of venue. You shall pay any taxes on the Products or transactions, except for those based on ADCi’s annual net income.

U.S. GOVERNMENT RIGHTS

If Licensee is an agency, department, or other entity of the United States Government, or funded in whole or in part by the United States Government, then use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and accompanying documentation, is restricted in accordance with FAR 12.212 and DFARS 227.7202, and by a license agreement. Manufacturer/contractor is: Intelligent Direct, Inc., 10 First Street, Wellsboro, PA 16901, (570) 724-7355 / American Digital Cartography, Inc., 338 W. College Ave., Suite 201, Appleton, WI 54911, (920) 733-6678. Products are Copyright © 1987-2019. UNPUBLISHED. ALL RIGHTS RESERVED UNDER THE COPYRIGHT LAWS OF THE UNITED STATES. For purpose of any public disclosure provision under any federal, state or local law, it is agreed that the Products are a trade secret and a proprietary commercial product and not subject to disclosure.