This End User License Agreement ("Agreement") is entered into by users ("Licensee") of GEO
Jobe ("Company") software, applications, or any other such product offered by Company.
1. DEFINITIONS
Definitions - The terms used herein are defined as follows:
a. "Software" means all or any portion of Company's current and future proprietary software
technology, data, or documentation supplied, regardless of the format or content. Applications
covered by this include, but are not limited to, the following:
- Admin Tools for ArcGIS(R) - Performs streamlined operations in bulk across an organization's items, users, and groups.
- Backup My Org - Backup and restore solution, including migrating for ArcGIS(R) items, users, and groups.
- Clean My Org - An on-demand and scheduled scanner to identify, report, and address problematic issues and clutter within an ArcGIS(R) organization.
- Symphony for ArcGIS(R) - Construct code-free workflows, run tasks on a schedule or in real-time, and automate actions based on real-time events or triggers within your ArcGIS system.
- Manage My Attachments - A dependent application for Symphony for ArcGIS(R), which scans an ArcGIS organization for feature service image attachments and facilitates lossless compression of those images to reduce the data store.
b. "Derivative Works" means any work, product, service, translation, adaptation, modification,
improvement, or other creation that is based upon, incorporates, or is derived from the Software,
in whole or in part, or from any previous Derivative Works. Derivative Works may consist of
collective works of authorship.
c. "License" means the perpetual, non-exclusive, non-transferable right granted by Company to
Licensee, subject to all terms and conditions of this Agreement, to use, access, benefit from,
and execute a specified instance or version of the Software for the Licensee's internal business
operations. All other rights not expressly granted herein are reserved solely by Company.
d. "Licensee" means the legal entity or individual that has entered into this Agreement with
Company and whose name appears on the applicable purchase order or license certificate. This
definition also includes Licensee's affiliates, employees, contractors, and subcontractors who
are authorized by Licensee to use the Software solely on behalf of, and for the internal business
operations of, the named Licensee entity. The Licensee entity shall be solely responsible for the
compliance of all such authorized users with the terms of this Agreement.
2. INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
The Software is licensed and not sold. Company owns the Software, which is protected by United
States laws and applicable international laws, treaties, and conventions regarding intellectual
property or proprietary rights. Licensee agrees to keep all attribution and copyright notices
included in the Software wholly intact.
2.1 Licensee Feedback
At their discretion, the Licensee may provide feedback ("Feedback") regarding Company Product.
- Licensee agrees that any Feedback in the form of reviews, corrections, comments, suggestions, ideas, concepts, feature requests, enhancements, changes, or any other form, known or unknown, is the Company's intellectual property. Licensee assigns all rights to Feedback to Company.
- Company shall be entitled to use Feedback without restriction and without compensation to the Licensee.
- Licensee acknowledges that any information disclosed to Licensee regarding Feedback related to the Software, other products or services, business or technology plans, is not binding to Company regarding any particular course of business, product strategy, and/or development.
2.2 Restrictions on Use
- Licensee shall not modify, adapt, translate, or create Derivative Works of the Software.
- Licensee shall not decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of the Software.
- Licensee shall not rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the Software to any third party.
- Licensee shall not remove, alter, or obscure any proprietary notices, labels, or marks from the Software.
2.3 Prohibition on Competitive Use
The Licensee is expressly prohibited from using the Software, or any portion thereof, to develop,
design, create, or assist in the development of any Derivative Work, product, or service that
competes, directly or indirectly, with the Software or any other products or services offered by
the Company. This includes, but is not limited to, reverse engineering, copying features,
functionality, or user interface elements, or using the Software as part of any tool or service that
could reduce the demand for the Company Software or other products and services owned by
Company. Any such use shall constitute a material breach of this Agreement.
3. TERM
The license fee grants the Licensee a permanent, non-exclusive, non-transferable right to use the
Software indefinitely, subject to the terms and conditions of this Agreement and solely for its
internal business operations.
- Perpetual Right: The license granted in this Section 3 shall be effective perpetually unless terminated earlier in accordance with the termination provisions of this Agreement for material breach. Termination of the support and maintenance services (Section 3.1) does not terminate the perpetual license to use the last version of the Software provided during the term of said services.
- Support and Maintenance Services: Licensee will be provided with support and maintenance for the initial year following the date of purchase ("Effective Date"). Licensee is required to purchase support and maintenance for an initial term beginning at the end of the first year (that is, years 2 through 5). Thereafter, the support and maintenance are optional but highly recommended. Licensee acknowledges that the purchase of support and maintenance for the initial term is a material condition of this perpetual license.
- Term and Renewal: Support and maintenance shall commence on the Software License Effective Date and continue for the initial term (the "Initial Service Term"). Thereafter, the services shall automatically renew for successive one (1) year periods (each a "Renewal Service Term") unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current service term.
- Fees: The annual fee for the services shall be defined at the time of sale. The fee for any Renewal Service Term shall be subject to adjustment by the Company, provided the Licensee is notified in writing at least sixty (60) days prior to the renewal date. Licensee shall renew with a purchase order or payment prior to the expiration of the current term. Renewal adjustments shall not exceed the greater of 3% or the US Bureau of Labor Statistics CPI for software.
- Effect of Non-Renewal: If the Licensee elects not to renew or pay the annual fee for the services, the Licensee shall retain the perpetual license to use the last version of the Software provided before the termination or non-renewal date. However, the Licensee will no longer be entitled to receive technical support or any further updates, including bug fixes, patches, or new versions.
3.1 Termination
Your rights under this Agreement will terminate automatically if you fail to comply with any of its
terms. Company reserves the right to terminate this Agreement and the License granted herein
at any time, for a material, uncured breach of this Agreement, by providing written notice to the
Licensee. Upon termination of this License Agreement or Software license, Licensee will stop
receiving support and maintenance. The Licensee may continue to utilize the Software, but doing
so is considered unsupported use.
- Termination by Company / Termination by Licensee: Company may terminate this Agreement and the License granted herein at any time, for any reason, with or without cause, by providing thirty (30) day advance written notice to the Licensee. The Licensee may terminate this Agreement at any time, for any reason, with or without cause, by providing thirty (30) days written notice to the Company.
- Refunds: Upon termination of this Agreement due to Company's material, uncured breach, the Company will provide the Licensee with a pro rata refund of any prepaid fees for the remaining unused portion of the subscription or support package, calculated from the termination date. No refund shall be due to Licensee if termination is a result of Licensee's breach of this Agreement. Any such refund will be issued in accordance with applicable law.
- Effect of Termination: Upon notice of termination of this Agreement, all support services for the Software provided by the Company will cease. All rights granted to Licensee under this Agreement shall immediately terminate. Licensee shall not have any further access to updates for the Software, and any continued use will be considered unsupported use.
- Immediate Termination for Conduct: The Company reserves the right to terminate this Agreement and the License granted herein immediately upon written notice to the Licensee if the Licensee, or any individual authorized to use the Software under the Licensee's account, engages in abusive, harassing, threatening, discriminatory, or otherwise inappropriate conduct toward any Company employee, contractor, agent, or representative. Such conduct, at the sole discretion of the Company, shall constitute a material and incurable breach of this Agreement, and no cure period shall apply. Upon such termination, no refund of any prepaid fees, including the initial license fee or support and maintenance fees, shall be due to the Licensee.
4. GRANT OF LICENSE
4.1 Grant of License to Licensee
Subject to the terms of this License Agreement, Company grants to Licensee a nonexclusive,
nontransferable license to use, access, benefit from, and execute the Software, including for
migration purposes. All other rights are reserved to Company. License granted hereunder shall
include rights for backup, retrieval, and archival purposes. Software upgrades, updates,
modifications, releases, enhancements, and versions ("Releases") shall be deemed part of the
Software originally licensed.
4.2 License Type
Perpetual License: This license grants Licensee a non-exclusive, non-transferable, and
permanent right to utilize the specified version of the Software indefinitely, provided all license
fees are paid in full. Separately, support and maintenance are offered on an annual subscription
basis, and these services are necessary to receive technical support, bug fixes, patches, and
access to major new software versions released during the active support and maintenance term.
Should the Licensee choose not to renew the annual support and maintenance subscription, the
Licensee shall retain the perpetual right to use the last updated version of the Software received
prior to the support and maintenance expiration date, but will forfeit access to any future support,
updates, or upgrades.
4.3 Installation and Delivery
The Company shall deliver the Software to the Licensee, which may include providing an
installation package, a secure download link, a license key, or any combination thereof, along
with the relevant technical documentation. Prior to the Software build creation, the Licensee
will provide Company with the top-level ArcGIS Online URL and the ArcGIS Enterprise Portal
URL that the Software will connect to. For the purposes of this section, an ArcGIS Online
connection connects to a [org-name].maps.arcgis.com URL, and an ArcGIS Enterprise connector
connects to a local Portal URL, for example https://gis.yourdomain.com/portal. The Licensee
shall be solely responsible for performing the installation, configuration, and deployment of the
Software on-premises within its internal business environment. The Company is not responsible
for installation or deployment unless specifically purchased or agreed to as a separate service
outside of this Agreement.
4.4 Support and Maintenance
Company shall provide Licensee with software maintenance for the Software. Software
maintenance shall include software updates, software upgrades, bug fixes, software patches,
security patches, enhancements, and technical support based on Company's enhanced support
package. Company will provide support only for the most current major release of the Software.
To ensure complete use of the support services, Licensee is advised to ensure implementation
of the latest major release. An updated build may be requested at any time.
4.5 Limits on Usage
Software is licensed and configured to operate based on the ArcGIS Online URL or ArcGIS
Enterprise Portal URL domain to which Licensee can connect to and administer via the
Software as defined by the license type in Section 4.2 and the domain outlined in Section 4.3.
The use of Software to connect to unauthorized ArcGIS Online or ArcGIS Enterprise instances
violates this License Agreement. The Licensee's authorized domain for the Software will be
documented in the executed Software purchase order and associated quote and/or invoice.
4.6 Express Prohibition on Patenting
Licensee may not, under any circumstances, incorporate the Software into any product,
process, or method to be patented or protected by similar rights granted. Additionally,
Software shall not be used in any preferred embodiments of patented products, processes, or
methods. Any attempts to seek a patent or similar right incorporating Software shall render this
License void, and all rights granted under this License shall be immediately revoked.
4.7 Technology Neutrality
The rights granted herein apply in any media or format, whether presently used or hereafter
devised. These rights include the right to make any modifications necessary in order to make use
of Software on platforms for which it was not intended. If such modifications are made, any
attribution and copyright notices included in the Software shall be included and left wholly intact.
5. CONFIDENTIALITY
In connection with this engagement, the parties may exchange certain confidential information.
Said information shall be governed as follows:
- As used in this Agreement, "Confidential Information" means all information or material that has or could have commercial value or other utility in the business or potential business of the disclosing party. Confidential Information also includes all information of which unauthorized disclosure could be detrimental to the interests of the disclosing party, whether or not such information is identified as confidential information by the disclosing party. By example and without limitation, confidential information includes customer lists, supplier identities, agreements, marketing information, sales figures, pricing information, business plans, strategies, forecasts, financial information, software, projections, procedures, routines, trade secrets, research, specifications, data, formats, plans, sketches, drawings, models, and other information or procedures treated as confidential by the disclosing party.
- In consideration of the other party's disclosure of the Confidential Information, each party agrees that, as the recipient party, it will keep the Confidential Information confidential and that the Confidential Information will not, without the prior written consent of the disclosing party, be disclosed in any manner, in whole or in part, and shall not be used other than in the recipient's performance of duties pursuant to this Agreement.
- The Confidential Information shall remain the exclusive property of the disclosing party. No right, title, or interest in the Confidential Information is hereby conveyed to the recipient.
- Recipient agrees that immediately upon the disclosing party's request, all copies of the Confidential Information in any form whatsoever, including reports, notes, memoranda, or other materials prepared by recipient or at its direction, will be delivered by recipient and its representatives to the disclosing party. Recipient may retain one archive copy to be available only to the chief officer or officers of the recipient.
- If recipient receives a request to disclose all or any part of the Confidential Information under a subpoena or court or governmental order, recipient agrees to notify the disclosing party immediately, consult on resisting or narrowing the request, and if disclosure is legally required, furnish only the portion legally compelled and use best efforts to obtain confidential treatment.
6. DISCLAIMERS AND LIMITATION OF LIABILITY
6.1 Disclaimer of Certain Types of Liability; Warranty re Viruses
SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS
OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
Company warrants that the Software does not contain any disabling devices that would allow
Company to terminate operation of the applicable Software. Company warrants that the
Software will be free from any virus at the time of initial delivery, and that Company has used
commercially reasonable efforts to ensure the Software is free from any virus at that time and
that the Software has undergone a commercially reasonable quality assurance procedure to
ensure that there are no viruses as well as no embedded devices or codes that will obstruct or
prevent Licensee's use of the Software.
6.2 Disclaimer of Damages
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, SALES, OR BUSINESS EXPENDITURES;
LOST INVESTMENTS; COMMITMENTS IN CONNECTION WITH ANY BUSINESS; LOSS OF ANY
GOODWILL; OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF THE SOFTWARE,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
6.3 Third Party Infringement Indemnity
Company, at its sole expense, agrees to indemnify, defend, and hold Licensee harmless from
and against any claim, suit, or action brought against Licensee to the extent it is based upon a
third-party claim that the Software or documentation used by Licensee in a manner as
authorized hereunder infringes any copyright, trade secret, or patent. Licensee shall give
Company timely and reasonable written notice of any action, sole control over the defense, and
reasonable assistance regarding the defense or settlement provided that Company shall obtain
the prior written approval, which approval will not be unreasonably delayed, conditioned, or
withheld, from Licensee in respect of any proposed settlement of any claims before entering
into any settlement of such claims or ceasing to defend such claims, and provided further that
no settlement agreement shall require Licensee to acknowledge or admit any fault,
wrongdoing, or wrongful act, error, or omission.
6.4 Post-Termination Use Disclaimer
Licensee agrees that in the event of termination, whether by Licensee or Company, the
Company shall bear no responsibility or liability for any claims, damages, losses, or other
liabilities arising from Licensee's continued use of the Software after termination, including but
not limited to data loss, security breaches, or performance issues. Licensee assumes all risks
and liabilities associated with any continued unsupported and unauthorized use.
6.5 Custom Scripts and User-Generated Content
- Licensee Responsibility: The Licensee acknowledges and agrees that any custom scripts or user-generated content that the Licensee chooses to run or create using the Software are the Licensee's sole responsibility. Company shall not be held liable for any consequences, damages, or losses resulting from the use of custom scripts or user-generated content.
- No Liability: Company disclaims any and all liability for the accuracy, legality, quality, or safety of custom scripts or user-generated content. The Licensee accepts full responsibility for verifying the integrity and compatibility of custom scripts with the Software.
- Third-Party Scripts: If the Software allows the Licensee to import or execute third-party scripts, Company shall not be responsible for the functionality, security, or compliance of such scripts. The Licensee agrees to exercise caution and due diligence when using third-party scripts.
- Indemnification: To the extent permitted by Mississippi law, the Licensee agrees to indemnify and hold Company, its officers, directors, employees, and agents harmless from any claims, damages, liabilities, or expenses arising from or related to the use of custom scripts or user-generated content, including any claims from third parties.
- No Warranty: Custom scripts and user-generated content are provided "as is" and without any warranty from Company. Company makes no representation or warranty, express or implied, regarding the accuracy, reliability, or fitness for a particular purpose of custom scripts or user-generated content.
- Backup and Data Loss: The Licensee is solely responsible for backing up any data or information that may be affected by the use of custom scripts. Company shall not be liable for any data loss, corruption, or damage resulting from the execution of custom scripts.
- Termination of Support: Company reserves the right to discontinue support or assistance related to any issues arising from custom scripts or user-generated content. Company may provide support at its discretion, but it is not obligated to do so. Termination of support does not terminate Licensee's license rights.
- Acceptance of Risk: By using custom scripts and user-generated content with the Software, the Licensee acknowledges and accepts the inherent risks associated with their use and releases Company from any liability in this regard.
7. GENERAL PROVISIONS
7.1 Export Control Regulations
Licensee expressly acknowledges and agrees that Licensee shall not export, re-export, or
provide the Software, in whole or in part, to (i) any country to which the United States has
embargoed goods; (ii) any person on the U.S. Treasury Department's list of Specially
Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Table of
Denial Orders; (iv) any person or entity where such export, re-export, or provision violates any
U.S. export control laws or regulations, including amendments and supplemental additions as
they may occur from time to time; or (v) any person not employed by the Licensee. Licensee
shall not export the Software or any underlying information or technology to any facility in
violation of these or other applicable laws and regulations, including but not limited to the terms
of any export license or licensing provision. Licensee represents and warrants that it or its
employees, consultants, or customers who gain access to the Software are not a national,
resident, located in or under the control of, or acting on behalf of any person, entity, or country
subject to such U.S. export controls.
7.2 Severability
The parties mutually agree that if any provision of this License Agreement is held to be
unenforceable for any reason, such provision shall be reformed only to the extent necessary to
make the intent of the language enforceable.
7.3 Successor and Assigns
Neither Party shall assign or transfer their rights or delegate its obligations under this License
Agreement without the prior written consent of the other Party, and any attempt to do so
without consent shall be void.
7.4 Equitable Relief
Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable
damage and that, in the event of such breach, in addition to any and all remedies at law,
Company shall have the right to seek an injunction, specific performance, or other equitable
relief in any court of competent jurisdiction without the requirement of posting a bond or
undertaking or proving injury as a condition for relief.
7.5 Governing Law
This License Agreement shall be governed by and construed in accordance with the laws of the
State of Mississippi, without regard to its conflict of laws principles. The parties agree that any
legal action or proceeding arising under this Agreement shall be brought exclusively in the state
or federal courts located in Harrison County, Mississippi, and the parties hereby consent to the
personal jurisdiction and venue therein.
7.6 Entire Agreement
This License Agreement constitutes the sole and entire agreement of the parties as to the
subject matter set forth herein. Additional or different terms included with an order or other
document shall not be binding upon the Company. Any modification(s) or amendment(s) to this
License Agreement must be in writing and signed by each party.
Addendum to End User License Agreement (EULA)
Support Services
By agreeing to this EULA, you acknowledge that software support is offered on a tiered basis
and access is dependent on the chosen tier. Please refer to the GEO Jobe Software Support
Packages document for detailed information regarding the various support packages, including
features, pricing, and availability.