Maptitude License Agreement
Last Updated: 19 May 2022
Caliper Corporation ("Caliper") provides its proprietary products
to its customers on the terms and conditions set forth herein.
PLEASE REVIEW THE FOLLOWING AGREEMENT BEFORE USING THE SOFTWARE.
By ordering or using the software, you ("Licensee") indicate your
acceptance of the terms of this Agreement.
Licensee and Caliper agree as follows:
As used in this Agreement:
- "Caliper Store" means an e-commerce website operated by
Caliper Corporation at
- "Concurrent Users" means the maximum number of users that
may concurrently use or access the Product.
- "Copy Protection Measure" means a technological measure
utilized for copy protection, including any hardware device
provided to Licensee by Caliper.
- "Data" means any data, maps, images, video, audio,
animations, or graphics provided by Caliper for use with the
Software, and includes any updates to such data.
- "Designated Computer" means each electronic
device using the Product, on which the Product has been
registered with Caliper according to Caliper's standard
registration procedure, including without limitation (a) a
physical device such as a computer, handheld device,
workstation, console, server, or any other electronic device; or
(b) a virtual machine, such as an operating environment that may
be running concurrently with another operating environment on a
single physical device. Licensee may change its Designated
Computer at any time, provided Licensee first uninstalls the
product and complies with Caliper's standard registration
- "Documentation" means any materials and documentation
provided by Caliper to describe the operation of the Software.
- "Order Form" means the order form attached
to this license, or other order placement method accepted by
Caliper such as a Caliper Store order, that has been approved
and processed by Caliper for the initial order and for any
- "Product" means the Software and related Data,
Documentation, and any Copy Protection Measure.
- "Software" means the MAPTITUDE software, in executable code
form, as delivered to Licensee, and includes any software
updates, add-on components, web services and/or supplements and
additional modules that Caliper may provide to Licensee from
time to time after the date Licensee obtains its initial copy of
the Software to the extent that such items are not accompanied
- "User" means a single person with access to the Product.
- License Type.
The Maptitude licenses that are
available from Caliper include, without limitation, the following:
(a) LICENSE: A “License” is a non-exclusive, non-transferable,
one-time purchase, and limited license to copy, install and use the
Product within Licensee’s organization on the total number of
Designated Computers set forth in the Order Form. Unless a different
term is specified in the Order Form to Caliper, the term of a
License is a period of ten (10) years. A License does not include
(b) SUBSCRIPTION: A “Subscription” is a
non-exclusive, non-transferable, time limited license to copy,
install and use certain Product within Licensee’s organization
on the total number of Designated Computers, or to support the
total number of Users, set forth in the Order Form. Unless a
different term is specified in the Order Form to Caliper, the
term of Subscription or renewal thereof is one (1) year. The
"Supplemental Terms for Auto-Renewal" (https://www.caliper.com/license/supplemental-terms-for-auto-renewal.htm)
will also apply in addition to the terms and conditions contained
within this Agreement. A Subscription includes software upgrades.
(c) SAAS: A software as a service ("SaaS") is a
non-exclusive, non-transferable, time limited right to access
and use the SaaS within Licensee’s organization for the term of
purchased subscriptions set forth in the Order Form. Unless a
different term is specified in the Order Form to Caliper, the
term of SaaS Subscription or renewal thereof is one (1) year.
The "Supplemental Terms for SaaS" (https://www.caliper.com/license/supplemental-terms-for-saas.htm)
and the “Supplemental Terms for Auto-Renewal” (https://www.caliper.com/license/supplemental-terms-for-auto-renewal.htm)
will also apply in addition to the terms and conditions
contained within this Agreement .
- Grant of License.
Subject to all of the
terms and conditions of this Agreement, Caliper hereby grants to
(a) a limited, non-exclusive, non-transferable right to
use the Product in accordance with the License Type during the term
of this Agreement on the number of Designated Computers or by the
number of Users as set forth on the Order Form for the Product;
a non-exclusive, non-transferable, royalty-free right to reproduce
and distribute Licensee's own software applications for use with the
Software that are created using the GISDK software and the Caliper
Script Language and sample code described therein provided that
Licensee: (i) currently has a valid license for the Software and has
complied fully with its terms, (ii) distributes its application only
to those who are lawfully licensed to use the Software, (iii) does
not use Caliper's name, logos or trademarks to market its software
applications, (iv) includes a proprietary notice on behalf of
Caliper (specifically: "Portions copyright 1998-2022 Caliper
Corporation") on media containing such software and on the title
page of its software documentation, and (v) agrees, to the extent
permitted by law, to indemnify, hold harmless and defend Caliper
from and against any claims or actions, including without limitation
attorneys' fees, that arise or result from the use of distribution
of Licensee's software application. Caliper and its licensors
reserve all rights not expressly granted to Licensee herein.
Licensee acknowledges and agrees that Caliper and its licensors will
continue to own all rights, title and interests in and to all
portions of the Product (including the media on which the Product is
- If this is a license granted to an
educational institution or a student enrolled in an educational
institution (an "Academic License"), Licensee's right to use the
Product is limited to noncommercial uses for teaching and
unsponsored research; Licensee may not use the Product in sponsored
research unless Licensee purchases a commercial license to the
Product. If Licensee is a student, Licensee agrees to return the
Product, including any copy Protection Measure, to Caliper when
Licensee ceases to be enrolled as a student at a bona fide academic
- This Agreement does not grant Licensee any rights in
connection with any trademarks or service marks of Caliper.
- Without limitation, Licensee will not, and will not permit others
to: (i) distribute, use or provide access to or use of (including by
timesharing or network use) the Product by or for the benefit of any
third party without Caliper's prior written consent, provided,
however, that Licensee may provide access to the Product to
employees of Licensee (and in the case of Academic Licenses,
enrolled students) to the extent necessary to utilize the Product in
conformity with this Agreement; (ii) use the Product in a computer
service business; (iii) make telecommunications data transmissions
of the Product; or (iv) use the Product over the Internet without a
license for such use or use long-haul gateways on any central
processing unit on which the Product is used.
- Licensee will not
use the Product to aid in the development of software or products
that are competitive with the Product; or use the Product to create
data in Caliper's CDF data format for sale or any other commercial
purpose without the prior written permission of Caliper.
will not attempt or permit others to attempt: (i) to reverse
engineer, decompile, disassemble, or otherwise re-create source code
or file formats from the executable code version of the Software or
from other information provided by Caliper; or (ii) to circumvent
the Copy Protection Measure.
- Audit/Reporting. Caliper may inspect
and audit Licensee's use of the Product from time to time to verify
Licensee's compliance with its obligations under this Agreement.
Licensee agrees that Caliper may periodically verify that Licensee’s
usage of the Product does not exceed the quantity of Designated
Computers or User Licenses purchased, subject to applicable
Government security requirements. With respect to User Licenses,
Licensee agrees to provide Caliper with documentation evidencing the
total number of Users within thirty (30) days of Caliper’s request.
If the audit or your documentation shows that Licensee is using more
than the number of Designated Computers or other Product for which
licenses have been purchased or is otherwise not compliant with this
Agreement, you will purchase Product licenses at the then-current
price for your unlicensed use and, if the excess is greater than
five per cent (5%), pay all reasonable costs related to the audit.
4. License Fee.
In consideration of the license granted to Licensee
under Section 2, Licensee agrees to pay Caliper a fee in accordance
with Caliper's price list in effect at the time Licensee's order is
received. If Licensee does not pay such fee within sixty (60) days
after the date the Product is invoiced to Licensee, this Agreement
will terminate automatically pursuant to Section 9.B.
5. Proprietary Rights.
- Licensee acknowledges and agrees that the Product
contains confidential and proprietary information of Caliper.
Licensee agrees to keep the Product strictly confidential, not to
disclose any of the Product to any third party, and not to use the
Product except as expressly permitted by this Agreement. Licensee
agrees to keep the Product secured in a way which prevents
unauthorized use, disclosure or dissemination. Licensee further
agrees to notify Caliper promptly upon learning of any unauthorized
use, disclosure or dissemination of the Product. Licensee agrees
that the injury that would result to Caliper from violation of this
Agreement would be irreparable and accordingly Caliper would be
entitled to injunctive relief.
- The Product is protected by
copyright laws and international copyright treaties, as well as
other intellectual property laws and treaties. The Product is
licensed, not sold. Unauthorized copying of the Product and
modifying, merging or including any part of the Product with any
other software or product are expressly forbidden. Licensee may not
make copies of the Documentation or translate the Documentation into
other languages. Subject to these restrictions, Licensee may, for
non-SaaS Product, install one (1) copy of the Software and the Data
on a hard disk for each copy licensed, and may make one (1) copy of
the Software and the Data for each copy licensed, solely for backup
purposes. Licensee must reproduce and include all proprietary
notices on each backup copy.
- To the extent that use of the
Product in accordance with the terms of this Agreement would, in the
absence of this Agreement, infringe a claim of any patent owned by
Caliper, and only to that extent, Caliper hereby agrees and
covenants that it will not sue Licensee for such use so long as such
use complies in all respects with the terms of this Agreement. No
license, implied or otherwise, under any patents owned by Caliper is
granted by this Agreement.
- Licensee agrees that the Data may be used only with the
Software. Licensee acknowledges that the Data may be subject to
other agreements between Licensee and Caliper or third parties
restricting the use of the Data. The Data may include datasets
for some regions, whose use is subject to the "Supplemental
License Terms for Regional Data (Country Packages)" (https://www.caliper.com/license/supplemental-terms-for-regional-data.htm).
The Data may include the HERE Map Content Data, whose use is
subject to the "Supplemental License Terms for the HERE Map
Content Data" (https://www.caliper.com/license/here-license.htm).
Not recommended for NAVIGATION. The provided travel times are
not accurate enough to be suitable for navigation nor are they
reflective of current road conditions.
acknowledges that there are errors and gaps in the Data and that
Caliper does not warrant that the Product will meet Licensee's needs
or is suitable or sufficiently accurate to be fit for any particular
purpose or use. Licensee acknowledges that (a) the operation of the
Software may not be uninterrupted or error-free; and (b) the
functions of the Product may not meet Licensee's requirements.
Caliper warrants that the Software will function for a
period of sixty (60) days from date of delivery substantially in
accordance with the Documentation.
Caliper warrants that each SaaS
will perform in accordance with the "Supplemental Terms for
during Licensee’s use.
Except for this
limited warranty, Caliper has no obligation to provide support
services to Licensee with respect to the Product unless a support
agreement is in effect. CALIPER DISCLAIMS ANY AND ALL OTHER
WARRANTIES AS TO THE PRODUCT, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE.
7. Limitation of Liability.
The maximum, aggregate liability of Caliper
to Licensee, regardless of the form of action or theory of
liability, whether under contract or tort (including negligence),
and whether under this Agreement or any other agreement, with
respect to the Product or any services provided by Caliper in
connection therewith, will not exceed the sum of all amounts paid by
Licensee to Caliper pursuant to this Agreement, subject to the
For Subscriptions, Caliper’s maximum
liability to Licensee for any incident giving rise to a claim will
not exceed the amount Licensee paid for the Subscription during the
12 months before the incident; provided that in no event will
Caliper’s aggregate liability exceed the amount paid for the
IN NO EVENT WILL CALIPER BE LIABLE
TO LICENSEE FOR SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL
DAMAGES OF ANY NATURE. In furtherance and not in limitation of the
foregoing, Caliper will not be liable for any costs incurred by
Licensee due to (a) loss of profits or revenues, (b) loss of use of
the Product, (c) loss of data, (d) costs of substitute software, and
(e) claims by parties other than the Licensee. Caliper will have no
liability for any claim of copyright or patent infringement based
upon the use of other than a current, unaltered release of the
Product or based upon any modification or combination or use of the
Product with databases or other software or products not provided by
Caliper. Licensee will bring no action or claim, regardless of form,
arising out of this Agreement more than one year after the action or
claim has arisen.
8. Exclusive Remedies.
remedies for any claims against Caliper arising out of this
Agreement will be limited to the following, at the option of
(a) replacement by Caliper of the Software
with software that functions substantially in accordance with the
Documentation; (b) repair by Caliper of the Software, by patch or
workaround, so that it functions substantially in accordance with
the Documentation; (c) for non-subscriptions, refund by Caliper of
the funds received by Caliper from Licensee in respect of the
Product; or (d) for subscriptions, termination by Caliper of the
Agreement and your right to use the Product.
remedies are in the "Supplemental Terms for SaaS" (https://www.caliper.com/license/supplemental-terms-for-saas.htm).
9. Term and Termination.
- This Agreement will take effect upon the date of
acceptance of the order by Caliper and, unless earlier terminated
pursuant to Section 9.B, will continue in effect from such date for
the term applicable to the Order Form.
- In the event that Licensee
fails to comply with any of the provisions of this Agreement, this
Agreement will automatically terminate without notice. This
Agreement will also automatically terminate without notice in the
event of any attempt to transfer or assign this Agreement, or in the
event of any change in control of Licensee.
- Upon expiration or
termination of this Agreement:
i. Licensee will return the Product
to Caliper and destroy any other copies of any portion of the
Product in its possession.
ii. Licensee will have no further right
to possess or use the Product.
- Survival. The expiration or
termination of this Agreement will not affect provisions of this
Agreement which by their terms and meaning survive its termination,
including, without limitation, the provisions of Section 1, 3, 5, 6,
7, 8, 9.B, 9.C, 9.D, 10, 11, 12.
Licensee acknowledges that
the Product constitutes technical data under the Export Control
Regulations of U.S. Department of Commerce and agrees not to export
the Product in violation of such Regulations or any other U.S. laws
or regulations. Licensee agrees to defend, indemnify and hold
Caliper harmless against any liability (including attorneys' fees)
arising out of Licensee's failure to comply with the terms of this
- This Agreement sets forth the
entire understanding and agreement between Caliper and Licensee with
respect to the subject matter hereof and supersedes all prior
understandings, representations, sales materials, and agreements,
written or oral, including any purchase orders submitted by Licensee
to Caliper in respect of the Product.
- This Agreement will be
governed by the laws of The Commonwealth of Massachusetts, United
States of America (without regard to any conflict of law rules that
would provide that the law of another jurisdiction would govern),
and applicable copyright laws. The parties hereby submit to the
exclusive jurisdiction of the state and federal courts of The
Commonwealth of Massachusetts.
- This Agreement may be modified
only by a written agreement which is made subsequent to this
Agreement and signed by duly authorized representatives of Caliper
- If any of the provisions of this Agreement will be
held by a court of competent jurisdiction to be contrary to law, the
remaining provisions of this Agreement will remain in full force and
- The failure of Caliper to enforce any of the provisions
of this Agreement will not be construed to be a waiver of Caliper's
right thereafter to enforce such provisions.
- The section titles
in this Agreement are used solely for the convenience of the
Licensee and Caliper and have no legal or contractual significance.
12. U.S. GOVERNMENT END USERS.
The Product and the SaaS (including
any software forming a part thereof) is "commercial computer
software" or "commercial computer software documentation" as those
terms are defined in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202. As
provided therein, the Government shall have only those rights
specified in this Agreement.