DataLogr Software Licensing Agreement

By clicking "I accept" at the bottom of this Agreement and downloading any Materials, you agree to and are bound by the DataLogr Software Licensing Agreement.

THIS AGREEMENT is a license and is made and entered into by and between the State of Minnesota, acting through its Office of Strategic and Long-Range Planning, Land Management Information Center (LMIC) and the USER who receives the software.

WHEREAS, the State, pursuant to Minn. Stat. 4A.05, is empowered to provide services to foster integration of environmental information; and

WHEREAS, LMIC is authorized to reproduce and distribute DataLogr version 2 pursuant to the MEMORANDUM OF UNDERSTANDING Between IMAGIN and the Office of Strategic and Long-Range Planning, Land Management Information Center dated as of July 15, 1998; and

WHEREAS, the USER desires a license to use the SOFTWARE and LMIC desires to grant such a LICENSE to the USER for the sole purpose of permitting the USER to use the SOFTWARE in its business activity and for no other purpose whatsoever;

NOW, THEREFORE, in consideration of the mutual terms, covenants, and conditions set forth herein, the parties hereto agree as follows:

1.  DEFINITIONS

1.1   "LMIC" means the Land Management Information Center, a section of the Minnesota Office of Strategic and Long-Range Planning, 330 Centennial Building, 658 Cedar Street, St. Paul, Minnesota 55155.

1.2   "IMAGIN" means a registered nonprofit organization in the State of Michigan that has developed and owns DataLogr version 2 proprietary software.

1.3   "SOFTWARE" means the computer program known as DataLogr version 2.

1.4   "LICENSE" means this Agreement and the rights and obligations which it creates under the United States Copyright Act and the laws of Minnesota.

1.5   "USER" means the licensee granted the right to use SOFTWARE, whose duly authorized agent has accepted this agreement.

2.  USE

2.1  PERMITTED USE. This LICENSE is granted for the sole purpose of permitting the USER to use the SOFTWARE in its business activity and for no other purpose whatsoever.

2.2  RESTRICTIONS ON USE.

A. USER shall not duplicate the SOFTWARE except for the following:  USER may make sufficient copies of the SOFTWARE for backup purposes and for the sole purpose of using the SOFTWARE in its business activity. Any copies will bear all copyright, trademark, and other proprietary notices provided with the original SOFTWARE.

B. USER shall not lease, sell, distribute, make, transfer or assign the SOFTWARE or engage in any other transaction which has the effect of transferring the right of use or part of the SOFTWARE without prior written consent of LMIC.

2.3  RESERVED RIGHTS. IMAGIN shall retain all rights, title and interest in the SOFTWARE.

3.  TERM

The term of this LICENSE agreement is ten years and shall commence upon execution of this Agreement by both parties.

4.  TERMINATION

This Agreement may be terminated by LMIC with or without cause at any time and notice of such termination will be posted on the website http://www.lmic.state.mn.us/chouse/datalogr.html. In the event that LMIC terminates this Agreement, the USER no longer has the right to use the SOFTWARE, and the SOFTWARE must be destroyed promptly.

5.  NO WARRANTY AND LIMITATION OF LIABILITY

5.1  THE SOFTWARE, ASSOCIATED MANUALS, AND REFERENCE MATERIALS ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS TO THEIR PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THIS SOFTWARE IS ASSUMED BY THE USER.

5.2  LMIC AND IMAGIN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES OR THIRD PARTY CLAIMS RESULTING FROM THE USE OF THIS SOFTWARE, EVEN IF LMIC OR IMAGIN HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.

5.3  USER AGREES TO INDEMNIFY AND HOLD LMIC HARMLESS FROM ANY DEMANDS, CLAIMS, OR SUITS BY A THIRD PARTY FOR LOSS, JUDGMENT, DAMAGES, OR EXPENSES (INCLUDING ATTORNEY'S FEES) ARISING OUT OF OR RELATED TO MISUSE OF THE SOFTWARE BY USER OR ANY OTHER PERSON.

5.4  IN NO EVENT WILL LMIC'S LIABILITY FOR ANY DAMAGES TO USER OR ANY PERSON EVER EXCEED THE FEE PAID FOR THE LICENSE TO USE THE SOFTWARE, REGARDLESS OF ANY FORM OF THE CLAIM.

6.  MISCELLANEOUS

6.1  INVALIDITY. If any term or provision of this LICENSE or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this LICENSE shall not be affected thereby, and each term and provision of this license shall be valid and enforced as written to the fullest extent permitted by law.

6.2  ENTIRE AGREEMENT. This LICENSE contains the entire agreement of the parties hereto with respect to the matters covered hereby, and no other agreement, statement or promise made by any party hereto, which is not contained herein, shall be binding or valid. Maintenance, training, and upgrades are not included.

6.3  CONFLICT. In the event that any of the terms of this Agreement are in conflict with any rule of law or statutory provision or otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such terms shall be deemed stricken from this Agreement, but such invalidity or unenforceability shall not invalidate any of the other terms of this Agreement and this Agreement shall continue in force, unless the invalidity or unenforceability of any such provisions hereof does substantial violence to, or where the invalid or unenforceable provisions comprise an integral part of, or are otherwise inseparable from, the remainder of this Agreement.

6.4  AMENDMENT. This Agreement may be changed or amended only by written agreement of the parties.

AUTHORITY. Persons who accept the SOFTWARE represent that they are authorized to execute this LICENSE and represent and warrant that this LICENSING agreement is a legal, valid and binding obligation and is enforceable in accordance with its terms. This Licensing Agreement will be governed by the laws of Minnesota.

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