FORM OF END USER LICENSE AGREEMENT
PART A - NOTICE TO ALL USERS
This license agreement (“License Agreement”) pertains to the use of certain Symbility (as defined below) Software (as defined below) and
systems and only provides a right, on the terms and conditions set out in this License Agreement, for a single user to access and use the
Software. In this License Agreement, "use" or "using" means to access, install, download, copy or otherwise benefit from using, the
functionality of the Software.
BY ENTERING INTO THIS LICENSE AGREEMENT YOU ARE AGREEING, ON YOUR OWN BEHALF AND ON BEHALF OF ANY LEGAL ENTITY THAT YOU REPRESENT, TO THE TERMS
AND CONDITIONS OF THIS LICENSE AGREEMENT. TO THAT END, IN THIS LICENSE AGREEMENT, THE TERM “you” AND “your” AND ALL SIMILAR WORDS REFER TO THE
USER OF THE SOFTWARE AND THIS LICENSE AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF
IT IS USED.
THIS IS AN IMPORTANT LEGAL AGREEMENT. BY CONTINUING WITH THIS REGISTRATION AND CLICKING THE "I AGREE" BUTTON BELOW OR BY YOUR FIRST USE OR
ACTIVATION OF ALL OR ANY PORTION OF THE SOFTWARE, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT IN THEIR ENTIRETY AND
YOU ARE AGREEING TO BE LEGALLY BOUND BY THIS LICENSE AGREEMENT.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU MAY NOT USE THE SOFTWARE AND MUST IMMEDIATELY CEASE ANY SUCH USE.
PLEASE READ THIS LICENSE AGREEMENT CAREFULLY.
For the purposes of this License Agreement, (a) “Licensee Data” means the data and information submitted or stored by you in respect of the Services, the
Software and the Symbility Systems (as defined below) and shall constitute your confidential information, and (b) “Services” means any services provided to
you by Symbility in connection with the utilization of the Software and Symbility Systems. Where the word “include”, “includes” or “including” is used, it
means “include”, “includes” or “including”, in each case, “without limitation”.
PART B – TERMS AND CONDITIONS
Symbility Entity and Governing Law.
If the Software is obtained by you, or on your behalf, when you, or the person who obtains the Software on your behalf, are in Canada or if you are
an employee of a company that is a party to a Master Agreement and Symbility Solutions Inc. is a party to such Master Agreement, then
all references to “Symbility” in this License Agreement shall refer to “Symbility Solutions Inc.” and this License
Agreement will be an agreement between you and Symbility Solutions Inc.; and
this License Agreement will be governed by and construed in accordance with the substantive laws in force in the Province
of Ontario and the courts of Ontario shall have non-exclusive jurisdiction over all disputes relating to this Agreement.
This Agreement will not be governed by conflict of law rules of any jurisdiction or the United Nations Convention on Contracts
for the International Sale of Goods, the application of which is expressly excluded.
If the Software is obtained by you, or on your behalf, when you, or the person who obtains the Software on your behalf, are in the
United States or if you are an employee of a company that is a party to a Master Agreement and Symbility Solutions Corp.
is a party to such Master Agreement, then
all references to “Symbility” in this License Agreement shall refer to “Symbility Solutions Corp.” and this License
Agreement will be an agreement between you and Symbility Solutions Corp.; and
this License Agreement will be governed by and construed in accordance with the substantive laws in force in the state of
Delaware and the courts of Delaware shall have non-exclusive jurisdiction over all disputes relating to this Agreement.
This Agreement will not be governed by conflict of law rules of any jurisdiction or the United Nations Convention on Contracts
for the International Sale of Goods, the application of which is expressly excluded.
License Agreement Terms.
This License Agreement is a legal agreement between you and Symbility. You are accessing and/or activating software and associated materials,
content, and documentation (including any MSB Data (as defined below) included therein or delivered therewith) that have
been created by, or on behalf of Symbility, its affiliates, or its licensors (collectively the “Software”) which is made available to you by,
or on behalf of, Symbility and/or which will be used by you on the Symbility website at www.symbilitysolutions.com (the “Website”).
The Website is hosted on Symbility, or third party, computer systems (together with the Website, the “Symbility Systems”).
By clicking on the “I Agree” button below or using the Software, as applicable, you are acknowledging that you have read and understood this
License Agreement, and agree to be bound by its terms and conditions.
Grant of License to Use the Software.
Subject to the terms and conditions hereof, Symbility hereby grants to you, for the term of this License Agreement, a non-exclusive,
non-transferable, non-sublicensable license to use the Software in the Territory, as such Software is delivered to you, solely as an end user,
and solely for the purpose of generating replacement cost or actual cash value estimates in connection with damage appraisal for
residential and commercial properties using the Software. The Software and any
MSB Data included therein or delivered therewith shall not be used for underwriting or inspection purposes. “MSB Data” means data
licensed by Marshall & Swift/Boeckh, LLC (“MSB”) to Symbility, for incorporation into the Software, including to
the following data: (i) U.S. partial loss estimating data set (insurance), (ii) Canadian partial loss estimating
data (insurance), and (iii) personal property contents data sets for the U.S. and Canada, regardless of the manner in which the data
Use of some third party materials included in the Software or Symbility Systems may be subject to other terms and conditions typically
found in a separate license agreement or “Read Me” file located near such materials.
For the purposes of this License Agreement, “Territory” means the country where, as applicable, (a) the Software obtained by you, or on your
behalf, or (b) your regular place of business as an employee of a company that is a party to a Master Agreement is.
Ownership of Software and Symbility Systems.
The Software contains and/or embodies copyrighted material, trade secrets, inventions and/or other proprietary material and
intellectual property of Symbility, its affiliates and/or its licensors. You acknowledge that the Software was developed, coordinated,
arranged, compiled, prepared and maintained by Symbility or its licensors through the application of methods and standards of judgment
used and developed through the expenditure of considerable work, time and money, and constitutes valuable property and trade secrets of
Symbility and its licensors. You shall not disclose or provide the Software to any other entity or use the Software or permit the Software
to be used for any purpose other than the purpose expressly authorized in Section 3 of this License Agreement. You further agree to protect
the copyright and all other proprietary rights of Symbility and its licensors in the Software both during and after the term of this Agreement
by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use and unauthorized disclosure of the Software as you use to protect your own confidential and/or
proprietary information or data. All title, intellectual property rights and ownership rights in the Software and the Symbility
Systems (including any upgrades) remain with Symbility, its affiliates and its licensors, as applicable.
Except as expressly provided by this License Agreement, no licenses or rights (including rights to maintenance or updates) are
granted, expressly, or by implication, or estoppel or otherwise to you, and Symbility reserves all rights with respect to the
Software and the Symbility Systems not expressly granted in this License Agreement.
Symbility does not sell any rights in the Software, but rather grants to you the right to use the Software in accordance with the
terms and conditions hereof.
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and
Ownership of MSB Data.
For greater certainty, MSB shall own all right, title and interest in and to the MSB Data, and will further own all right, title and interest
in and to any modifications made to the MSB Data by you, including all copyright, patent, trademark and trade secret rights.
You will keep the Software and all other confidential information provided to you by Symbility during the term of this License Agreement
(collectively, “Confidential Information”) strictly confidential and only use such Confidential Information solely for the purposes outlined
in and permitted under this License Agreement. You further agree to protect all Confidential Information during the term of this License Agreement
by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use and unauthorized disclosure of the
Confidential Information as you use to protect your own confidential and/or proprietary information or data.
Activation and Privacy Information.
By registering to use this Software, you consent to the collection and processing of information that you are requested to provide during
of which is located at https://www.symbilitysolutions.com/privacy-policy/ on the Symbility website (www.symbilitysolutions.com)
customers comparative data on the use of the Software, provided that such Licensee Data is used in a form which in no way discloses any personal
or identifiable information on any individual, and provided further that the you have the right at any time, on written notice to Symbility,
to withdraw such consent to so use the Licensee Data in respect of any such Licensee Data not provided to Symbility prior to such notice.
You grant to Symbility the right to provide the Licensee Data:
and to reproduce, adapt, modify, translate and distribute Licensee Data to third party Symbility service providers for the sole purpose
of enabling Symbility to provide and improve the Software and the Symbility Systems; and
provided that such Licensee Data is provided in a form which in no way discloses (i) any personal information or (ii) information on an
individual that may identify such individual or you, to MSB for the sole purpose of improving the MSB Data.
To the extent you are a member of a franchisee, carrier or contractor network, you hereby further grant to Symbility the right to provide the
Licensee Data to the applicable third party franchisor, carrier or contractor unless you withdraw such consent upon written notice to Symbility.
You represent and warrant to Symbility that you have all right, title and interest in the Licensee Data as required to exercise your
rights under this License Agreement and that you have all right, title and interest in the Licensee Data as required to permit Symbility
to provide the Software, Services and the Symbility Systems under this License Agreement in relation to the Licensee Data.
Notwithstanding any other provision of this License Agreement, upon termination or expiration of this License Agreement, Symbility may
retain Licensee Data in a form which in no way discloses any personal information for the for the sole purpose of enabling Symbility to
provide and improve the Services.
Except as expressly permitted in this License Agreement in order to carry out the license granted in Section 3, you shall not
sell, transfer, license or sublicense, distribute, replicate, reproduce, perform or display the Software or the license granted
herein. In no event shall you reverse engineer, disassemble, reverse compile or otherwise reduce to human readable form or seek
to create or derive the source code from the object code of the Software, emulate the functionality, modify or create derivative
versions of the Software, in whole or in part, in each case without the express prior written consent of Symbility, and its licensors,
as applicable. In addition to all prohibitions contained elsewhere in this License Agreement, you shall not:
use the Software or any portion thereof to create any tool or software product that can be used to create software applications
of any nature whatsoever or use the Software or the Symbility Systems in any unlawful manner whatsoever;
rent, lease, loan, export, assign, or otherwise provide access to the Software or the Symbility Systems in whole or in part,
on a temporary or permanent basis, or otherwise allow any party other than you to access the Software;
use the Software or any other Symbility intellectual property, or the Symbility Systems except as expressly authorized in
this License Agreement;
combine the Software with any other works, including any software governed by an open source license;
remove, alter, cover, obfuscate, and/or otherwise deface any proprietary notices in or on the Software or the Symbility Systems; and
you shall take all reasonable precautions to prevent third parties from using, accessing or copying the Software or the Symbility
Systems, as applicable, including (A) maintaining the Software in a secure location and manner and restricting access to the Software
to you, as an end-user, in accordance with Section 3, and (B) implement industry standard measures and use commercially reasonable
efforts to prevent unauthorized access to the Software by any person, including by implementing industry standard measures for data security.
You further agree that you shall not tamper with the Software or the Symbility Systems or undertake any activity intended to bypass,
modify, defeat or otherwise circumvent (or having the effect of facilitating, or assisting the bypassing, defeating or circumventing of)
proper and/or secure access or operation of the Software or the Symbility Systems and/or any processes or mechanisms operatively linked
to the Software or the Symbility Systems.
In addition to all prohibitions contained elsewhere in this License Agreement, you further agree that you shall not, without the prior
written consent of MSB:
reproduce, copy, sell, market, transmit, report, or otherwise make available to or allow any third party to access any MSB Data
in whole or in part in any form or medium, including by creating a product based on or using the MSB Data, or
create any database or other collection, subset or aggregation of all or any portion of the MSB Data contained in or collected
by the Software or otherwise modify, reverse engineer or create derivative works of the MSB Data.
If you receive MSB Data in an unencrypted or unsecured manner, including in a Microsoft Excel spreadsheet, upon delivery of any new
MSB Data set, you agree to delete all other MSB Data sets within one business day of such delivery and agree to certify such deletion
to MSB in writing.
You agree that you shall exercise commercially reasonable care and diligence not to pass any computer virus, worm, bug or other computer
infection to Symbility. You further agree to adopt and implement commercially reasonable preventative procedures to comply with your
obligations under Section 3 of this License Agreement.
You acknowledge and agree that all Data is for informational purposes only. It is your responsibility to ensure that the estimates
produced by each Transaction include pricing that is consistent with components, including actual materials, equipment, and labor
pricing. “Data” means any applicable pricing information in an organized format for the specific limited purpose of estimating fixed
residential and/or commercial structural remodel and repair costs and, as applicable, contents estimating. “Transaction” means
information relating to a distinct claim, job file, loss referral and/or record input into the Software, as identified by a unique
identifier within the Software, which is enhanced, processed or manipulated using the Software, which processing may include attaching
a diagram, general items box, photo, document and/or form, to generate a costs estimate.
Protection of Personal Information.
You agree to afford any and all Personal Information (where “Personal Information” means any and all information that relates to or
identifies an individual or can be used to identify an individual) reasonable industry standard security with regard to transfer
and storage, to protect against any threats or hazards to the security or integrity of such information, to protect against
unauthorized access to or use of such information and to protect against accidental loss or destruction of, or damage to such
You further agree that any transfer of Personal Information will comply with all applicable data protection laws and regulations and
that you will obtain all consents necessary to process or store such information in accordance with applicable law.
If you learn that a third party is infringing, potentially infringing or misappropriating any of Symbility or its licensors’ intellectual
property rights relating to the Software (including the MSB Data) or Symbility Systems you agree to promptly notify Symbility.
You agree to use the Software or the Symbility Systems for lawful purposes only and you represent and warrant that you will not use
(or allow use of) the Software or the Symbility Systems in any manner: (a) that is prohibited by any law or regulation or Symbility
policy; (b) that will disrupt third parties’ use or enjoyment of the Software or Symbility Systems, including if its use results in
automated, constant and repeated requests for data other than as permitted under this License Agreement (e.g. denial of service attack),
and has a negative effect on Symbility or its systems or network (including abnormal usage that overloads servers on the Symbility network
or causes portions of the Symbility network to be blocked; (c) that uses the Software, Symbility Systems or Services to create, transmit,
distribute or store material that violates trademark, copyright, trade secret or other intellectual property laws; violates the privacy,
publicity or other personal rights of others; violates export control or data protection laws; impairs the privacy of communications;
may be threatening, abusive or hateful; or constitutes or encourages conduct that would constitute a fraud or criminal offence or gives
rise to civil liability; or (d) that attempts to penetrate Symbility security (which action will also be reported to appropriate law
enforcement agencies) (collectively, “Abuses”). If you in any way make, facilitate, aid or encourage any Abuse, Symbility may in its
sole discretion, immediately terminate the license to the Software, your access to the Symbility Systems, the Services and/or this License
Agreement with no refunds offered or due to you. Symbility also reserves the right, in its sole discretion, to suspend or terminate the
license to the Software and, your access to the Symbility Systems upon notice to you for any Abuse. Failure to promptly correct such an
Abuse within 48 hours notice of receipt of notice from Symbility may result in termination of this License Agreement and, your access to
the Symbility Systems. Indirect or attempted violations of this Section shall also be considered violation of this Section 11.
You agree to permit Symbility or a representative of Symbility to examine the facilities and systems where the MSB Data is maintained to the
extent required to verify your compliance with this Agreement, provided that each such examination will (a) be at Symbility’s sole expense,
(b) be during your normal business hours, and (c) you and Symbility will cooperate so as to minimize any disruption or interference with your
Symbility will make available its telephone technical support Monday to Friday 8:00 a.m. – 8:00 p.m. ET and Saturday and Sunday
9:00 a.m. – 6:00 p.m. ET, excluding statutory holidays applicable to Symbility's operations. These services, terms of service and
service hours are subject to change without notice.
Symbility reserves the right to do any of the following, at any time, with or without notice: (a) to modify, suspend or terminate
operation of or access to the Software, Services or Symbility Systems, or any component thereof, for any reason; (b) to modify or
change the Software, the Services or the Symbility Systems, or any component of either of same, and any applicable policies or terms;
and (c) to interrupt the operation of the Software, or any component thereof, as necessary to perform routine or non-routine maintenance,
error correction, or other changes.
This License Agreement and your license to use the Software commence upon the earlier of (a) your acceptance of this License Agreement by
clicking on the “I Agree” button below, or (b) your first use of the Software, as applicable, and will continue until you fail to be in
compliance with the terms and conditions of this License Agreement, or this License Agreement is terminated. Symbility may at its sole
discretion immediately terminate your license to use the Software and/or your access to the Symbility Systems with or without notice to you.
Upon the termination of this License Agreement, you shall immediately cease using the Software and the Symbility Systems, and shall
permanently destroy and/or delete all copies of Confidential Information, including the Software any and all MSB Data.
Section 4 “Ownership of the Software and Symbility Systems,” Section 5 “Ownership of MSB Data” and Section 16 “Disclaimer of Warranties and
Limitation of Liability” of this License Agreement shall continue in force after any termination or expiration of this License Agreement or
any amended, subsequent or replacement agreement.
Symbility may from time to time, with reasonable notice to you, amend, modify, or supplement this License Agreement. Please check the Website
regularly for revisions to this License Agreement.
Disclaimer of Warranties, Limitation of Liability and Indemnity.
For greater certainty, the below disclaimer applies to, among other matters and with respect to the Software, any damages,
liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation
or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of,
or use of, whether for breach of contract, tort, negligence or any other cause of action.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) SYMBILITY, ITS SUBSIDIARIES, AFFILIATES, PARTNERS, EMPLOYEES, DIRECTORS,
CONTRACTORS AND ITS LICENSORS (SUCH PERSONS, THE “PROVIDERS”) DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE AND THE SYMBILITY SYSTEMS AND THE MSB DATA, (B) THE PROVIDERS
DO NOT PROMISE THAT THE SOFTWARE OR THE SYMBILITY SYSTEMS OR THE MSB DATA, WILL BE ERROR-FREE OR THEIR USE UNINTERRUPTED, OR THAT
ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SOFTWARE OR THE SYMBILITY SYSTEMS OR THE MSB DATA WILL PROVIDE SPECIFIC
RESULTS, AND (C) THE SOFTWARE AND THE SYMBILITY SYSTEMS AND THE MSB DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS,
AND THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND THE SYMBILITY SYSTEMS REMAINS WITH YOU. THE PROVIDERS
CANNOT ENSURE THAT THE SOFTWARE OR THE SYMBILITY SYSTEMS, OR ANY FILES OR OTHER DATA ASSOCIATED OR INCLUDED WITH THE SOFTWARE OR
THE SYMBILITY SYSTEMS OR THE MSB DATA WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. IN NO EVENT SHALL THE
PROVIDERS BE LIABLE FOR ANY LOSS OR DAMAGE HEREUNDER, INCLUDING ANY INACCURACY OF DATA, LOSS OF PROFITS OR
BUSINESS INFORMATION, BUSINESS INTERRUPTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE
OF OR INABILITY TO USE THE SOFTWARE OR THE SYMBILITY SYSTEMS OR THE MSB DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN ANY CASE, THE PROVIDERS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS LICENSE AGREEMENT SHALL BE LIMITED TO THE
AMOUNT OF THE SYMBILITY PER CLAIM FEES ACTUALLY PAID BY YOU (OR ON YOUR BEHALF PURSUANT TO A MASTER AGREEMENT) AS THE USER OF THE
SOFTWARE DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
THE PROVIDERS DO NOT GUARANTEE OR WARRANTY THE ACCURACY AND COMPLETENESS OF ANY DATA, INCLUDING MSB DATA. THE PROVIDERS DO NOT
INDEPENDENTLY VERIFY THE COMPLETENESS, ACCURACY OR AUTHENTICITY OF THE PUBLIC INFORMATION OR THIRD PARTY INFORMATION CONTAINED
IN ANY DATA, INCLUDING THE MSB DATA. THE INFORMATION REPORTED TO THE PROVIDERS AND ANY DATA, INCLUDING THE MSB DATA, MAY BE
SUBJECT TO TRANSCRIPTION OR TRANSMISSION ERRORS. SUCH DATA IS SUPPLIED TO YOU ON AN “AS IS” BASIS. SOME STATES DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE
LIMITATIONS OF THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM.
In no event will Symbility be liable for any use or misuse of any of your or any third party hardware operating systems, or
equipment, monitoring or management of the servers on which the Software resides or the installation, where applicable, of the
Software, or any of your data (or that of any third party) or any unauthorized use or misuse of the Software. It is your responsibility
to protect the foregoing hardware, operating system, equipment, and your data (and that of third parties).
You agree to indemnify, defend and hold Symbility, its affiliates and customers, and their respective directors, officers, shareholders,
employees, agents and representatives, successors and permitted assigns, harmless from and against any and all claims, suits, actions,
proceedings, damages, costs, liabilities, losses, fines, penalties, and expenses (including reasonable legal fees) (collectively, “Losses”) resulting from:
allegations that the Licensee Data or your products or services or their use infringe or misappropriate any intellectual property rights of a third party;
allegations that the Licensee Data or your the products or services contain defamatory, libelous, slanderous, obscene or pornographic materials, or violate a third party’s rights of privacy or publicity;
allegations arising from a claim by you relating to the provision of the Services;
any claim made by a third party with respect to, arising from, or alleged to result from, arise out of, or in connection with any breach of any representation, warranty or covenant or obligation set forth in this License Agreement by you the Customer; or
your acts or omissions that are negligent, grossly negligent, reckless, or wilful.
You agree you pay all applicable fees and charges to Symbility as required.
PART C - SYMBILITY ADDITIONAL TERMS FOR USE OF SKYMEASURE REPORTS, IF APPLICABLE
You (referred to herein as “User” or “you”) have registered an online account with SkyMeasure (“SkyMeasure”, “we” or “us”) through Symbility to purchase
certain SkyMeasure property reports from Symbility which incorporate proprietary data of SkyMeasure and data which SkyMeasure has licensed from one or more
third persons, and such other products as SkyMeasure, through Symbility, may make available for purchase through Symbility’s websites (“Sites”) from time
is expressly subject to your agreement to all of the terms contained herein, without modification. In the event of any conflict or inconsistency between
terminate your use of the Sites, bar you from future use of the Sites or take appropriate legal action against you.
Warranty for Roof Measurement Reports
For roof measurement Reports (“Roof Measurement Reports”), Symbility will provide a total roof area calculation in the applicable SkyMeasure Report
that is no more than 5% different than the actual field measurement of the roof area, as calculated by a qualified contractor. Symbility will refund fees
for Roof Measurement Reports with total roof area calculation that does not meet this standard and to which Symbility is notified of such condition
within 30 calendar days of delivery. Symbility reserves the right to physically confirm the field measurement before or after such credit is issued.
EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS SECTION, ALL REPORTS, AND ALL CONTENT THEREIN, IS PROVIDED “AS IS” AND THE PARTIES DISCLAIM ALL OTHER
WARRANTIES AND REMEDIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE CONTENT WILL BE ERROR-FREE OR ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
Guidelines for Using Roof Measurement Reports
To help ensure satisfaction, we recommend the following guidelines when ordering and using a Roof Measurement Report:
Verify the correct property location when entering your report by “clicking” and “dragging” the pin directly over the correct structure on the
Once you have received the Report please take it to the job site during your inspection process to verify that the structure or area that was
measured matches the property location. Perform a quick walk around the property with the Report in hand to verify that all details of the roof
are included in the Report.
Once you have completed steps (a) and (b) we recommend that you verify the longest Eave or Ridge measurement and the pitch of the entire structure
(in most cases this can be done from the ground).
In the case of a multiple building project, such as an apartment or condominium complex, please repeat the guidelines above (a), (b) and (c) for each
structure as needed.
Content License / Sublicense. Symbility grants to User a non sublicenseable, non-transferable, non-exclusive
sublicense to use the Content, in each case as described in “Permitted Uses” below and subject to the “Restrictions” and “Minimum Terms” below. All rights
and uses of the Content not expressly granted in this Section are reserved to Symbility or the Content Owner, as the case may be.
Permitted Uses. User may, at its discretion, use the Content to: (i) make a commercially reasonable number of
hardcopies and softcopies of the Content for internal use or audit purposes only; and (ii) distribute the Content (with copyright markings) within the
User’s environment. For the avoidance of doubt, User acknowledges and agrees that the scope of the license and sublicense in this Section, notwithstanding
any contrary term herein, is provided on a single-use, single customer basis only and does not allow User to resell, relicense or redistribute Content
in whole or part to any third party, with the exception of the Extracts that can be distributed to its Authorized Users. User shall be responsible for
advising all Authorized Users of the requirements of this Section and guaranteeing their compliance with the terms hereof.
Restrictions. Unless Symbility specifically agrees in writing, the license and sublicense granted in
“Content License / Sublicense” does not include the right to: (i) distribute or display the Content to the general public; (ii) incorporate or embed the
Content into a service or solution (other than SkyMeasure Reports as described above) to be used for anything other than for use for internal business
purposes; (iii) remove any attribution in the Content; (iv) sublicense, sell, rent or lease the Imagery or otherwise transfer the Imagery to a third-party;
(v) use any Content for High Risk Activities; and/or (vi) use, copy, display, modify, create derivative works based on, merger or transfer copies of the
Content except as expressly provided in this Agreement.
Limited Trademark License. Symbility grants to User a non-sublicenseable, non-transferable, non-exclusive
sublicense to use the name “SkyMeasure” and any approved logo for SkyMeasure’s property reports business for User’s use only for marketing and general
customer facing purposes. All uses of such name and logos must be specifically pre-approved in writing by Symbility. All rights and uses of such
User any rights, implied or otherwise, to Symbility’s or any third person’s Intellectual Property Rights. Nothing in this Agreement constitutes a waiver of
the rights of any Content Owner under U.S. copyright law or any other federal or state law pertaining to the Content and User shall not remove any such
Content Owner’s copyright notice on any such Content. You agree that you will not, directly or indirectly, reverse engineer, decompile or reproduce any
Confidential Information or Intellectual Property of the Content Owner(s), including but not limited to their respective software, data, confidential
information, and trade secrets.
Defined Terms. The following definitions shall apply for purposes of this Section:
“SkyMeasure Content” means all data, information and other content included in any SkyMeasure Report other than the Third Party Content.
“Authorized User” means any person authorized to use or access SkyMeasure Reports (including any Content therein) as set forth above in “Permitted Uses”.
“Content” means SkyMeasure Content or Third Party Content, as the case may be.
“Content Owner” means the owner of the applicable Content, i.e. SkyMeasure or the Third Party Content Owner, as the case may be.
“High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control or life support systems, where the failure of the
Content could lead to death, personal injury, or environmental damage.
“Imagery” has the meaning set forth in the definition of Third Party Content.
“Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law,
and other similar rights.
“Main Reseller Agreement” means the Value-Added Reseller Agreement dated January 10, 2014, pursuant to which SkyMeasure has been appointed as an independent,
non-exclusive, authorized company to distribute and sublicense Third Party Content to specified sublicensees.
“Third Party Content” means (i) aerial imagery and any other data obtained by SkyMeasure under the Main Reseller Agreement (“Imagery”) and (ii) any other
proprietary content of any other third Person(s), which is used by SkyMeasure to prepare SkyMeasure Reports.
“Third Party Content Owner” means (a) Google, Inc., a Delaware corporation with offices at 1600 Amphitheatre Parkway, Mountain View, CA 94043, who is the
owner of the Third Party Content licensed to SkyMeasure under the Main Reseller Agreement and (b) any other third Person(s) which owns Third Party Content.
“Third Party Content Agreements” means any license, reseller, user or other agreement, including, without limitation, the Main Reseller Agreement, under
which SkyMeasure licenses or otherwise has use rights with respect to any Third Party Content included in any SkyMeasure Report deliverable hereunder.
You acknowledge that in connection with your transacting with SkyMeasure that you may gain access to confidential information of SkyMeasure. You agree that
you will maintain strict confidentiality of SkyMeasure confidential information, and you will not (i) use SkyMeasure confidential information other than in
confidential information without our specific prior written consent; provided you may disclose our confidential information only to your employees and agents
and (c) are themselves bound by restrictions at least as restrictive as those set forth herein. You agree to be responsible for your employees’ and agents’
or “proprietary” or the like, or which would normally be considered confidential under the circumstances, including, without limitation, SkyMeasure’s or
any of its affiliated entities’ business strategy, plans, current and future product and service offerings, customer lists, vendor lists, financial
information, personnel information, and organizational information.
We may terminate your account with Symbility for SkyMeasure Reports and authorization to use our Sites, including the ability to continue ordering any Reports,
at any time and for any reason. Termination will not affect your right to continue using Reports previously purchased and paid for in full in accordance
or at any time upon our written instruction, you agree to (i) return to Symbility all SkyMeasure documents and tangible materials (and any copies) containing
any SkyMeasure confidential information, (ii) permanently erase all SkyMeasure confidential information from your computer systems and (iii) certify in writing
to Symbility that you have complied with these requirements.
survive termination of your account, will survive termination of your account indefinitely (or for such shorter period as may be allowed under applicable law)
: “Warranty for Roof Measurement Reports” (which shall only survive per Report for the applicable 30-day warranty period described above); “Confidentiality”;
“Limitation of SkyMeasure Liability”; “Publicity”; and “Governing Law and Jurisdiction/Venue for Disputes”.
Limitation on Symbility and Third Party Content Owner Liability
INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED
PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY
CONTRARY TERM HEREIN, USER AGREES THAT SYMBILITY AND OR THE CONTENT OWNER(S) SHALL NOT BE HELD LIABLE FOR ANY AMOUNT IN EXCESS OF THE AGGREGATE SUM OF ALL
PAYMENTS MADE BY USER TO SYMBILITY DURING THE 12 MONTH PERIOD ENDING ON THE DATE ANY SUCH LIABILITY ARISES.
Symbility will not be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot,
labor condition, governmental action, unusually severe weather conditions and Internet disturbance) that is beyond its commercially reasonable control.
transactions with SkyMeasure without the specific prior written consent of an authorized representative of Symbility.
Relationship of the Parties
venture or other form of joint enterprise, employment or fiduciary relationship between you and SkyMeasure, and neither of you or SkyMeasure shall have
authority to contract for or bind the other in any manner whatsoever.
Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify
contemplated hereby can be consummated as originally contemplated to the greatest extent possible.
Governing Law and Jurisdiction/Venue for Disputes
giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction) that would cause the
or any transactions hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Wisconsin in each case
located in the city of Milwaukee, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Any rights not expressly granted herein are reserved.