License
MapToTrack License Agreement
Software as a Service (SaaS)
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOLUTION. KNOWLEDGE EQUITY PARTNERS, INC., (KEP) OWNER OF MAPTOTRACK.
This License Agreement is between Knowledge Equity Partners, Inc. having an office at 44 Cook Street, Suite 100, Denver, Colorado 80206, (“KEP”) and you and/or your organization (“you” or “Licensee”) and governs your use of the MapToTrack solution (the “Solution”). KEP reserves the right to make changes to this Agreement by posting notice on this website. Your continued use of the Solution thereafter constitutes your acceptance of those changes.
1. License Grant.
The term “Solution” includes the computer programs and associated data, customization and information (including any User Guide, software updates and revisions) available to you. The Solution, customized for specific use, meeting specific client needs is owned by KEP and third parties and is licensed, not sold. The labor to modify underlying software customized to a client’s need is estimated and paid by the client in advance of the work commenced to deliver the customized solution. The customer agrees to use standard business communications in the form of PDF, Microsoft Word, Microsoft Excel and email communications including Microsoft Outlook transmitting such documents to communicate the initiation, estimation, action item lists and other related information documenting project modifications, progress and completion. The use of texting to communicate software modifications is not permitted. Formal meetings conducted in person or via conference calls or industry standard cloud meeting software such as Zoom (preferred) Microsoft Teams or WebEx are required. If the project can be sufficiently communicated via email without meetings, upon formal agreement by both parties, email communications will suffice. Meeting summaries are always provided to the client via email to document action items and require client approval before software changes are made.
KEP considers the Solution to be its and its licensor’s confidential and proprietary information. KEP grants Licensee a nonexclusive license to use the Solution solely as described in this Agreement. Licensee may allow its employees to use the Solution pursuant to any user, device or other limitations stated on the Estimate, Order or Invoice; provided that Licensee agrees to ensure that anyone who uses the Solution does so only for Licensee’s authorized use and complies with the terms of this Agreement. A valid email address is required for each subscription to MapToTrack. One paid subscription per email address is required. Multiple devices accessing the subscription concurrently is not permitted. Such activity will result in deactivation of the subscription.
2. License Limitations.
Licensee may not copy, modify, transfer, rent, lease, sublicense, assign, reverse assemble or reverse compile the Solution; nor may it disclose the Solution to third parties. Licensee acknowledges and agrees that KEP and third parties retain sole ownership of all intellectual property rights in the Solution and related information, including but not limited to patent, copyright, trade dress, trade secret, and trademark rights.
3. Termination of License Rights.
KEP may terminate your license rights at any time for breach of this Agreement without notice and without liability. Upon any termination, Licensee agrees to cease all use of the Solution. Licensee’s obligations to KEP regarding Confidential Information, transfer, copying, reproduction, modification, decompilation and reverse engineering of Solution shall survive any termination of this Agreement.
4. Protection of Confidential Information.
Licensee agrees to hold all Confidential Information in confidence indefinitely. "Confidential Information" shall mean any and all information, data, specifications, designs, constructions, techniques, formulae, materials and processes of or concerning KEP products and the Solution except, information which is: published or otherwise becomes part of the public domain through no act or omission of Licensee; received by Licensee from a third party who is legally in possession of the same and not under an obligation of confidentiality with respect thereto; or, was already in possession of Licensee, with no duty of confidentiality attached thereto, prior to its receipt from KEP, as evidenced by written records. This obligation of confidentiality shall survive termination, cancellation, or expiration of this License Agreement.
5. NO WARRANTY
THE SOLUTION IS PROVIDED ON AN "AS IS" BASIS, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. KEP DOES NOT WARRANT THAT THE SOLUTION IS SECURE OR ERROR-FREE OR THAT ANY ERRORS IN DATA OR SOFTWARE WILL BE CORRECTED. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR THE USE, RESULTS, EFFICIENCY, INTEROPERATION AND SUITABILITY OF THE SOLUTION.
6. LIMITATION OF LIABILITY.
IN NO EVENT SHALL KEP BE LIABLE TO LICENSEE OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL PUNTIVE OR CONSEQUENTIAL DAMAGES OR LOST SAVINGS ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT, EVEN IF KEP HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL KEP BE LIABLE TO LICENSEE OR ANY THIRD PARTIES FOR ANY DAMAGES OF ANY KIND RESULTING FROM:
A. ANY FAILURE OF THE SOLUTION, INCLUDING, BUT NOT LIMITED TO INACCURACY OR LOSS OF DATA OR FAILURE OF INTEROPERATION;
B. THE PERFORMANCE OF SERVICES RELATED TO THE SOLUTION; AND
C. CLAIMS REGARDING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TORT OR NEGLIGENCE. FURTHER, KEP SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND IN CONNECTION WITH THE USE OF THE SOLUTION OR YOUR INTERACTION WITH THIRD PARTIES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS OR PROPERTY DAMAGE. IN NO CIRCUMSTANCES WILL KEP’S LIABILITY TO LICENSEE OR THIRD PARTIES UNDER THIS AGREEMENT EXCEED THE SUM OF ONE DOLLAR ($1.00). THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY IS FAIR AND REASONABLE UNDER THE CIRCUMSTANCES, ESSENTIAL TO THE PURPOSE OF THIS AGREEMENT AND THAT THE CHARGES FOR THE SOLUTION REFLECT THESE LIMITATIONS.
7. Compliance with Laws.
If the Licensee is the U.S. Government or an agency or department thereof (collectively “Government”), the Product is provided with RESTRICTED RIGHTS; use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights clause at 48 C.F.R. 52.227-19. Licensee shall comply with all applicable laws regarding the use of the Solution. Licensee shall adhere to the U.S. Export Administration Laws and Regulations and shall not export or re-export the Solution or any technical data to any proscribed country listed in the U.S. Export Administration Regulations unless properly authorized by the U.S. Government and KEP.
8. Governing Law.
This License Agreement will be governed by the laws of the State of Colorado, USA, notwithstanding Colorado choice of law provisions. All parties submit to the jurisdiction of either the Courts of the State of Colorado or U.S. Federal District Courts within Colorado and agree to accept service of process by registered or certified mail, return receipt requested, in accordance with Colorado or Federal rules of civil procedure.
9. Severability
If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If application of this Severability provision should materially and adversely affect the essential