Terms of Use

By using the Azavea.com, walkshed.org, sample.Azavea.com or Cicero Live web sites (“Service”), all services of Azavea Incorporated (“Azavea”), you are agreeing to be bound by the following terms and conditions (“Terms of Use”).

1. ACCEPTANCE OF TERMS OF USE
1.1 Acceptance. By accessing this Azavea Web site, you agree to be bound by this Azavea Web Site and Service Terms of Use ("Terms of Use") between you and Azavea Incorporated. ("Azavea"), located at 340 N 12th St, Suite 402, Philadelphia, PA  19107.

As used in these Terms of Use, "Services" includes but is not limited to software; data; images, photographs, animations, video, audio, or music; text, scripts, or markup code; patches, or technical support in response to requests; web services; publicly available APIs or JavaScript libraries; documentation; or other information, electronic resource, or service provided on this Azavea Web site (either collectively and or individually).

1.2 Third-Party Content. When using the Services, you may have the opportunity to leave the Azavea Web site in order to access and download additional content provided by third-parties, including software, data, and imagery. You acknowledge that third-party content is solely the responsibility of the third-party content provider. These Terms of Use do not convey to you any rights to access or use third-party content (including copying, distributing, creating derivative works from, or publicly displaying). Access and use of third-party content may require that you agree to different or separate terms, conditions, and restrictions. Agreeing to any such terms and conditions will be between you and the third-party content provider, and will not affect these Terms of Use or any separate agreements you may have with Azavea.

1.3 Modifications to the Terms of Use.  Azavea reserves the right to modify or replace these Terms of Use from time to time without notice.  Continued use of the Service after ay such changes shall constitute your consent to such changes.  You may review the most current version of the Terms of Use at any time at:  http://www.azavea.com/terms-of-use/

1.4 Modifications to the Service. Azavea reserves the right to change content provided in and access to Services at any time without notice to you.  This may be done at Azavea's sole discretion, for any reason including but not limited to legal compliance, change in Azavea policy, aesthetic or technology development, or internal business or legal considerations. Changes to the content and features of this Web site shall be subject to the Terms of Use.

1.5 Modifications to Prices. Prices of all Services, including but not limited to monthly and annual subscription plan fees to the Services, are subject to change upon 30 days notice by Azavea.  Such notice may be provided at any time by posting the changes to the Azavea web site or the Service itself.

1.6 Paid Subscription. Azavea provides some Services on a paid subscription basis.  Such services may be provided with monthly or annual usage limits.  If your account exceeds those limits, Azavea reserves the right to either charge you for the amount of usage that exceeded the limits or disable your account.

2. OWNERSHIP, GRANT OF RIGHTS, AND USE RESTRICTIONS
2.1 Ownership. The Services provided on Azavea Web sites and any content provided therein are provided to you subject to these Terms of Use. The Services may be freely available to you, but they are not in the public domain unless specified as such. Azavea and third-party licensors own the Services (unless otherwise specified), which are protected by United States laws and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights. These Terms of Use do not transfer any rights to redistribute, prepare derivative works from, or acquire ownership interest in Services.

2.2 Improper Use of Services. Any rights not granted herein or otherwise agreed to in writing between you and Azavea are prohibited. In particular, you must not:
a) modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Azavea or any other Azavea Service;
b) reproduce, duplicate, copy, sell, resell, rent, lease, lend, assign or transfer any portion of the Service, use of the Service or access to the Service without express written permission by Azavea.;
c) upload, post, host or transmit unsolicited email, SMS’s or “spam” messages;
d) transmit worms or viruses or any code of a destructive nature;
e) reverse-engineer, decompile, access, or hack Azavea Services;
f) use Services in such a manner as to adversely affect Azavea's commercial interests;
g) alter, obstruct, or remove any proprietary rights notices provided with the Services;
h) manually or systematically harvest information contained within the Service; or
i) use Services in for illegal, improper, or inappropriate purposes (including but not limited to defamation or harassment of others; distribution of threatening, libelous, obscene, indecent, pornographic or otherwise objectionable material; stalking; or distribution of content in violation of the proprietary rights of others).

Any of the forgoing, whether merely attempted or successfully executed, is a material breach of these Terms of Use.

2.3 Trademarks and Logos. "Azavea," the Azavea logo, Cicero, Sajara, Esphero, Rex, DecisionTree, Kaleidocade, HunchLab and other marks used in this Web site are trademarks or registered trademarks of Azavea Incorporated. Other names appearing on this Azavea Web site may be trademarks or registered trademarks of their respective trademark owners. These marks may only be used where authorized by Azavea or permitted by law. Any use not authorized by Azavea shall be considered a material breach of these Terms of Use.

2.4 Third-Party Data Terms and Use Restrictions. Services provided by Azavea Web sites may contain third-party data. Use of third-party data may be subject to such third party's License Agreement or additional use restrictions. You are responsible for compliance with all applicable third party license agreement(s). The third party license agreement(s) and any applicable use restrictions may be modified by Azavea from time to time and it is your responsibility to check for updates to these license agreements or use restrictions. If a modification any third party license agreement, or use restrictions is unacceptable, you may cancel your access upon written notice to Azavea or discontinue use of the Service, as applicable. Continued use of the Service will be deemed acceptance of any modifications.

2.5 Use for Certain Services, Requirement of Notice. Unless provided for in a separate agreement between you and Azavea, any Services consisting of source code, scripts, publicly available Web-based libraries (such as JavaScript or C# libraries), APIs (such as the Cicero or Esphero APIs), or other Services used in application or Web site development should reference Azavea and these Terms of Use in a manner adequate to (a) make the ownership of the Service clear and (b) reference these Terms of Use. For instance, when referencing Azavea libraries in a Web page, a comment should be included adjacent to the reference to the library providing:
The Cicero API is owned by Azavea and is used subject to the Terms of Use found at: http://www.azavea.com/terms-of-use/
Please contact info at Azavea dot com if you are unsure how to give proper attribution.

2.6 Copyright Policy. All content posted on the Service must comply with U.S. copyright law.  Azavea's copyright policy is to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to take-down allegedly infringing materials and/or terminating the accounts of repeat infringers, as applicable.

3. PRIVACY AND PERSONAL ACCOUNTS
3.1 Web Site Privacy Policy. Azavea may request certain information, configuration data, or personal information to access select Services or to provide support through this Web site. Azavea will collect and use this information in accordance with our Web Site Privacy Policy. You agree to the use of this information in accordance with the Web Site Privacy Policy.

3.2 Passwords and Account Information. Some parts of this Azavea Web site may require you to create and use a personal account to access the Services provided. You are responsible for maintaining the confidentiality of the password for your personal account and are fully responsible for all activities that occur under your personal account unless access to your account number, account name, or password was obtained through no fault or negligence of your own. You agree to the following:
3.2.1 You will provide truthful and accurate information at all times when using Services provided on Azavea Web sites;
3.2.2 You understand that using a false or incomplete name or e-mail address, impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity will result in immediate removal of your personal account and termination of any rights provided herein;
3.2.3 You will use the Services for your individual use, and the account's name and e-mail address must be specific to you—personal accounts may not be shared with other users;
3.2.4 You understand that sharing account information or allowing others to access your account will result in removal of your personal account;
3.2.5 You will notify Azavea of any unauthorized use of your password or account or any other breach of security as soon as you become aware of such use or breach; and
Azavea shall not be liable for any loss or damage arising from your failure to comply with this section.

3.3 Termination of Personal Account. Azavea reserves the right to monitor use of Azavea Web sites. Azavea reserves the right to suspend or cancel your account or access to Azavea Web sites at any time, or take any other appropriate measures in our legal capacity to enforce these Terms of Use. If you have your personal account removed from Azavea Web sites for not following these Terms of Use, you may not be allowed to return or create a personal account in the future.

4. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
4.1 Exclusion of Warranties. THE SERVICES PROVIDED ON THIS Azavea WEB SITE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN PARTICULAR, YOU UNDERSTAND THAT Azavea AND ITS AFFILIATES DO NOT WARRANT OR REPRESENT THAT THE SERVICES PROVIDED IN THIS Azavea WEB SITE WILL BE:
4.1.1 AVAILABLE TO YOU UNINTERRUPTED IN A SECURE FORM;
4.1.2 ACCURATE OR FREE FROM ERROR; OR
4.1.3 FIT TO USE IN YOUR APPLICATION, FOR YOUR PURPOSES, OR ACCORDING TO YOUR REQUIREMENTS OR NEEDS.
Azavea IS UNDER NO OBLIGATION TO CORRECT ANY ERRORS OR INCONSISTENCIES IN THE SERVICES.

4.2 Limitation on Liability. Azavea SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATED TO YOUR DECISION TO ACCESS AND USE ANY OF THE SERVICES PROVIDED ON THE Azavea WEB SITE, EVEN IF Azavea IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF USE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST Azavea OR ITS SUPPLIERS WITH RESPECT TO THESE TERMS OF USE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

4.3 Links to Third-Party Sites. Many links on Azavea Web sites link to Web sites owned and operated by third-parties. These Web sites are not under Azavea's control and Azavea is not responsible for information (regardless of how it is transmitted or received) or services provided by third-party Web sites. Any links to third-party Web sites provided on Azavea Web sites do not imply an endorsement, affiliation, or sponsorship of any kind and do not represent warranties of the quality of services provided by such third-parties.

4.4 Map, Analysis and Calculation Results. Map, data, analysis and other data processing results for any specific location may change at any time due to changes, additions, deletions or corrections to the data sources we use, changes or improvements to our algorithms or other reasons.

5. EXPORT COMPLIANCE
You may not access, upload, download, use, or export Services provided on the Azavea Web site in violation of U.S. Export Control laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority and not to directly or indirectly provide or otherwise make available Services in violation of any such restrictions, laws, or regulations, or without all necessary approvals. Specifically prohibited is the use of any Services for the development, design, manufacture, or production of nuclear, chemical, or biological weapons of mass destruction. As applicable, you shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your own use of the Services outside the United States. Neither the Services nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, (a) to any country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By agreeing to these Terms of Use, you agree to the foregoing and represent and warrant that you are not located in or under the control of, or are not a national or resident of any such country or on any such list.

6. GENERAL TERMS
6.1 No Implied Waivers. The failure of either party to enforce any provision of these Terms of Use shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.

6.2 Severability. The parties mutually agree that if any provision of these Terms of Use 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.

6.3 Language. You agree that the English language version of these Terms of Use shall govern their interpretation. Any versions provided in a language other than English are provided for convenience only. Any inconsistencies or contradictions shall not affect the interpretation of the English language version.

6.4 Successor and Assigns. You shall not assign or otherwise transfer your rights or delegate your duties under these Terms of Use without Azavea's prior written consent. Any attempt to do so without Azavea's consent shall be void.

6.5 Governing Law, Dispute Resolution. The laws of the State of Pennsylvania govern your relationship with Azavea under these Terms of Use and shall be construed according to those laws without regard to conflict of laws principles. The parties agree to attempt in good faith to negotiate any conflict arising under these Terms of Use. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Philadelphia County any and all disputes not resolved within 30 days of notice. Notice to Azavea shall only be proper if made by certified mail at the address provided herein.

6.6 Equitable Relief. You agree that your breach of these Terms of Use may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, Azavea 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.

6.7 Integration. These Terms of Use constitute the sole and entire agreement between the parties relating to your use of the Services; supersede any previous agreements, understandings, and arrangements unless otherwise agreed to in writing by an authorized representative of each party; and, completely replace any existing agreements between the parties related to your use of the Service.

Any questions about these Terms of Use should be directed to info@azavea.com.