At-Scene License Agreement
This At-Scene Application License Agreement (the "License") describes the terms and conditions pursuant to which the At-Scene Application described in the At-Scene Order Form (the "APP") is licensed to You by At-Scene, LLC (collectively "At-Scene", "We" or "Us" or "Our"). The APP, the License Fee for the APP and the Term of the License are set forth in one more At-Scene Order Forms (the "Order Form"). Please read the License carefully. The License is between You ("You" or "Your") and Us. By downloading or using the APP, You acknowledge that You have read the License, understand the License, and agree to be bound by the terms of the License. If You do not agree to all of the terms and conditions set forth below, do not use the APP. Please review Section 2.6 below very carefully before using the APP.
What This Agreement Covers
2. Proprietary Rights, Licenses and Use of Data
3. Support
We will provide support related to the APP as set forth in the Order Form. In addition, from time to time, At-Scene may make scheduled and/or unscheduled updates to the APP. During such deployments, all or selected portions of the APP may be unavailable.
4. Compensation for APP Licenses
As compensation for At-Scene's licensing the APP to You, You shall pay At-Scene the licensing fee set forth in the applicable Order Form (the "License Fee"). The License Fee, and all applicable sales and use taxes, shall be paid by You to Us as set forth in the applicable Order Form.
5. Representations and Warranties
Both parties make certain commitments regarding their content, conduct, and the operation of the APP:
5.1 Your Warranties
You represent and warrant that You have the right and power to perform Your obligations and grant the rights granted herein, and that Your performance will not violate any agreement, obligation, or applicable law. You further warrant that Your Content is original to You or that You have secured rights to use it, does not contain unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or privacy-invasive material, and does not contain a virus or other harmful component.
5.2 At-Scene's Warranty
At-Scene represents and warrants that the APP shall operate in substantial conformance with the functional descriptions of the Service found in the Order Form. If the APP fails to so operate, At-Scene's sole warranty obligation, and Your sole warranty remedy, shall be a commercially reasonable effort to correct the APP.
5.3 The above warranties are in lieu of all other warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose.
6. Indemnity
Client shall, at its sole expense, defend, indemnify and hold At-Scene harmless from and against any and all claims, damages, fines, judgments, settlements, costs, liabilities, losses and expenses (including reasonable attorney fees) resulting from any claim, suit, action, or proceeding against At-Scene arising in connection with:
A claim alleging that use of Client Content or Marks infringes the rights of, or has caused harm to, a third party
A claim which, if true, would constitute a violation by Client of the representations and warranties set forth in Section 5.1
Client's breach of Sections 2.2 or 4
Any claim related to Client's use of the APP in contravention of the requirements of Section 2.6
7. Limitation of Liability
In no event will (a) At-Scene be liable to You for any indirect, incidental or consequential damages arising out of or in connection with this License or the APP, including the loss of income or data; and (b) At-Scene's total cumulative liability to You exceed the amount paid by You for the APP.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to You.
8. Term and Termination
| Provision | Detail |
|---|---|
| Commencement | This License commences upon the date You download the APP and remains effective for the term set forth on the applicable Order Form (the "Initial Term"). |
| Renewal | The Initial Term automatically renews for successive one year terms (together, the "Term"), unless either party gives the other written notice of non-renewal at least 30 days prior to the end of the then-current Term. |
| Termination for Cause | Either party may terminate this License for cause if the other party breaches this License and does not remedy such failure within 30 days after receiving written notice of the breach. |
| Effect of Termination | Upon any expiration or termination of this License, all licenses granted under this License will immediately cease. |
