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Signed Contract_Google Products and Services Background Information Google is accepting data for use in Google products and services. If your organization is interested in participating in this program, please verify that the Contact Information below is correct and that the person listed is a qualified representative from your organization. That person needs to read and accept our terms and conditions to initiate the data collection process. Effective Date 2009-07-29 12:26 PDT-US/Pacific (YYYY-MM-DD hh:mm) Check Lists Vector Data X Address Blocks X Address Points X Geographic Features X Parcels (Tax Lots) X Points of Interest X Political Boundaries X Road Centerlines X Trails 3D Buildina Data X Building Footprints with Height Values X Non-Textured 3D Building Models X Textured 3D Building Models Other X Aerial Photography / Orthophotography X Elevation Data (Terrain/Bathymetry) X Map Annotations, Comments, Metadata, and/or Labels X Other Map Content X Real-time Automotive Traffic Data Agreement This Content License Agreement is entered into by and between Google Inc. and its affiliates ("Google"), 1600 Amphitheatre Parkway, Mountain View, California 94043, and the parry identified in the signature block below ("LicensoP'). This agreement will be effective as of the date signed by Google below (the "Effective Date"). 1 DEFINITIONS. Version 6 /Last modified on 2009-06-25 16:35 PDT-US/Pacific 1.1 "Licensed Content" means the categories of content checked above and any other content provided by Licensor to Google pursuant to the following delivery mechanisms: FTPlHTTP download, an upload through aGoogle-specified webpage, email, CD, DVD, hard drive or any other mutually agreed delivery method. 1.2 "Distribution Partner" means a third party under an agreement with Google to use Google products or services internally or provide or display Google products or services to end users. 2 LICENSED CONTENT. 2.1 License. Licensor grants to Google a nonexclusive, worldwide, perpetual, irrevocable, royalty-free license to: (a) copy, distribute, modify, create derivative works based on, publicly perform, publicly display, and otherwise use the Licensed Content in connection with Google products or services; and (b) sublicense the license in subsection (a) to end users and Distribution Partners in connection with Google products or services. Google agrees that it will not distribute the Licensed Content to Distribution Partners or End Users outside of the Google products or services. 2.2 Reservation of Rights. Except for the license rights granted in this agreement, Licensor retains all rights in the Licensed Content. This agreement does not limit the rights and permissible uses that Google would have independent of this agreement, including rights under the U.S. Copyright Act or other applicable intellectual property laws. Google and its other licensors retain all rights in any content used or created in connection with the Licensed Content, including ownership of (a) corrections to the Licensed Content and (b)end user-generated content in the Google products and services. Nothing in this agreement will restrict Google from using content Google obtains from a source other than Licensor under this agreement. In addition, nothing in this agreement obligates Google to make available any or all of the Licensed Content as part of the Google products or services DELIVERY: UPDATES. 3.1 liv .Upon acceptance or execution of this agreement, Licensor will provide the Licensed Content to Google in accordance with Google's technical requirements or as otherwise mutually agreed. If Google requests URLs to be included in the Licensed Content, those URLs will link directly to a Licensor webpage relevant to the Licensed Content without spawning any pop-up advertisements or new windows that are not relevant to the Licensed Content. 3.2 dates. During the term, Licensor may provide updates to the Licensed Content on a regular basis in the manner described in Section 3.1 (Delivery). WARRANTIES AND INDEMNITIES. Each party represents and warrants that it has full power and authority to enter into this agreement. Licensor represents and warrants that it has all necessary rights to grant the licenses set forth in Section 2. Google will indemnify and defend Licensor and its directors, officers, employees, and agents from third party claims arising from or related to a breach of Google's representations and warranties. Because Google is relying on Licensor to provide Google only with content that Licensor is authorized to provide under the terms of this agreement, Licensor will, to the extent permitted by applicable law, indemnify and defend Google and its directors, officers, employees, agents, and Distribution Partners from third party claims arising from or related to (a) a breach of Licensor's representations and warranties or (b) Google's or any Distribution Partners authorized use of any Licensed Content or any other materials provided by Licensor to Google under this agreement. Version 6 /Last modified on 2009-06-25 16:35 PDT-US/Pacific ,` 5 DISCLSIMERS. REMEDIES. AND LIMITATION OF LIABILITY. EXCEPT FOR THE EXPRESS WARRANTIES MADE BY THE PARTIES IN SECTION 4, THE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S EXCLUSIVE REMEDY FOR BREACHES OF THIS AGREEMENT WILL BE MONETARY DAMAGES. EXCEPT FOR THE INDEMNITIES UNDER SECTION 4, (A) NEITHER PARTY WILL BE LIABLE FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND (B) NEITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED $10,000 6 PUBLICITY. Except as required by applicable laws requiring disclosure of public records, Licensor may issue a public statement regarding this agreement only if it is in compliance with the guidelines provided by Google. Google may identity the Licensor as the source of the Licensed Content. 7 MISrELLANEOUS. 7.1 Force Maieure. Neither party will be liable far inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control. 7.2 W 'v .Failure to enforce any provision will riot constitute a waiver. 7.3 Severability. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose. 7.4 No Aag~. The parties are independent contractors, and this agreement does not create an agency, partnership orjoint venture. 7.5 No Third-Party B -noflrta~tac. There are nothird-party beneficiaries to this agreement. 7.6 Entire Agreement. This agreement is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. (Last revised June 12, 2009) Signatory Information Version 6 /Last modified on 2009-06-25 16:35 PDT-US/Pacific Signatory Information Contracting Entity: City of Dubuque, IA Url: htto://www.citvofdubuaue.ora Name: Michael Van Milligen Title: City Manager Email: ctymgr@cityofdubuque.org Address: 50 W 13th Street, Dubuque, IA Country: United States Phone: 563.589.4110 Fax: 563.589.4149 Accept Agreement Note: If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these terms and conditions. If you don't have the legal authority to bind, please do not click the "Accepted and Agreed" button below. By checking this box, I am accepting this Agreement on behalf of the entity City Of Dubuque, la. I represent and warrant that (a) I have full legal authority to bind the entity to this Agreement, (b) I have read and understand this Agreement, and (c) I agree to all terms and conditions of this Agreement on behalf of the entity X that I represent. Accepted and Agreed Version 6 /Last modified on 2009-06-25 16:35 PDT-US/Pacific