Terms Of Use

1. License. NIC grants to the Licensee a non-exclusive, non-transferable, indivisible and non-sublicenseable License —to access, download, copy, use, manipulate and extract data from the Licensed Materials, defined herein as the data and analysis from NIC, for the Licensee’s internal business purposes only. Licensee acknowledges and agrees that this License shall not be construed in any way to provide to Licensee any express or implied license to (a) use the Licensed Materials other than as expressly permitted in this License, (b) use the Licensed Materials in any commercial time sharing, rental, or service bureau enterprise, or (c) directly or indirectly transfer, sell, assign, sublicense, or otherwise convey, disclose, divulge, or disseminate the licensed Materials to third parties. Notwithstanding anything contained herein, Licensee may use Insubstantial Amounts of the Licensed Materials in the normal conduct of its business for use in reports, memoranda and presentations to Licensee’s employees, agents and consultants. “Insubstantial Amounts of the Licensed Materials” means an amount of the Licensed Materials that (i) has no independent commercial value, and (ii) could not be used by Licensee as a substitute for the License and/or MAP. Licensee shall have the right to allow third parties, customers and potential customers having a relationship or potential relationship with Licensee to review any documents containing information produced from the Licensed Materials, without prior consent from NIC. Licensee agrees to prevent further dissemination of such materials beyond the above mentioned third parties, customers and potential customers having a relationship or potential relationship with Licensee. Licensee agrees to include the following language, shown in quotes below, on such documents in the following instances:

A. Use of Licensed Materials in Charts and Graphs:
“Source: NIC MAP® Data and Analysis Service”

B. Use of Licensed Materials in Text:
“According to the NIC MAP® Data and Analysis Service, Quarter and/or Year (if applicable).”

C. Use of Licensed Materials in any Document:
“For more information on the NIC MAP® Data and Analysis Service, please visit www.nicmap.org or call 410-267-0504.”

2. License Fee & Term. As set forth and incorporated herein, and as renewed by agreement between the parties. This Schedule shall not automatically renew. NIC agrees to provide Licensee with notice of any price increases at least sixty (60) days prior to the end of the term.

3. Delivery of Content. All content delivered to the Licensee pursuant to this License shall be delivered electronically.

4. Duration of License. The License granted herein shall exist only so long as the Term specified herein. Upon the expiration of the Term, all rights under this License shall cease, without the requirement of NIC to perform or refrain from any action of any kind, including notice of termination. Upon the termination of the Term, the passwords issued pursuant to this License shall no longer be in effect. Upon expiration or earlier termination of this License, Licensee shall promptly return to NIC all Licensed Materials and copies thereof, and a responsible officer of Licensee shall thereupon certify in writing to NIC compliance with this provision.

5. Acts Constituting Termination. Each party shall have the right to terminate this Agreement following the occurrence of an Event of Default by the other party. Each of the events set forth below shall constitute an Event of Default for the purposes of this Agreement: Licensee’s failure to pay any charges or fees contemplated by this Agreement which are due and payable, provided that at that time NIC is not in default of any of its obligations under this Agreement, the obligation to pay is not being disputed in good faith; either party’s material breach of this Agreement, provided that such breach has not been cured within thirty days following the alleged breaching party’s receipt of written notice from the non-breaching party regarding the breach; an assignment by either party for the benefit of creditors; or the filing of a petition in bankruptcy by either party; or the appointment of a receiver, trustee, liquidator, receiver-manager or similar custodian for either party and the appointment is not dismissed within sixty (60) days; or either party has voluntarily or involuntarily commenced proceedings for dissolution, liquidation or has ceased to carry on its business in the ordinary course.

6. Ownership of Licensed Materials. The Licensee acknowledges NIC’s exclusive right, title, and interest in and to the Licensed Materials. The Licensee acknowledges that the use of the Licensed Materials shall not create any right, title, or interest in or to the Licensed Materials in the Licensee's favor, or the right to distribute them to any third party, in whole or in part, without the express, written permission of NIC, which may be granted or withheld, for any or no reason, in NIC's sole and absolute discretion.

7. Licensed Online Access Users. The License entitles the Licensee to the issuance of ten passwords for users for online access to manipulate the data in the database. Such surcharge will be negotiated separately by the parties. The Licensee hereby expressly agrees not to share the password(s) with any person or entity outside of their company.

8. Disclaimer and Limitation of Liability. NIC makes the following disclaimers and limitations of liability

A. THE LICENSED MATERIALS ARE PROVIDED TO THE LICENSEE ON AN ‘AS IS’ BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. NIC DISCLAIMS ANY WARRANTY THAT THE SERVICES PROVIDED WILL BE ACCURATE OR ERROR-FREE, AND DISCLAIMS ANY IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. IN ADDITION, NIC DISCLAIMS ANY LIABILITY TO LICENSEE FOR THE INFRINGEMENT OF PROPRIETARY RIGHTS BY THE LICENSED MATERIALS, OR ANY PORTION THEREOF.

B. NIC WILL USE ITS BEST EFFORTS TO SUPPLY ACCURATE, TIMELY INFORMATION TO THE LICENSEE; HOWEVER, NIC DISCLAIMS ANY LIABLITY FOR ANY ERRORS OR MISTAKES IN THE LICENSED MATERIALS, AND SPECIFICALLY ADVISES THE LICENSEE THAT THE LICENSED MATERIALS SHOULD NOT BE RELIED UPON IN MAKING SPECIFIC INVESTMENT DECISIONS.

C. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT. IN ANY EVENT, THE PARTIES AGREE THAT NIC’S LIABLITY TO LICENSEE SHALL IN NO EVENT EXCEED THE TOTAL LICENSE FEES PAID TO NIC BY THE LICENSEE DURING THE CURRENT TERM.

9. REMEDIES. Licensee agrees that, in the event of a breach or alleged breach by Licensee of this License, NIC will not have an adequate remedy at law, including monetary damages, and will suffer irreparable harm, and that therefore NIC shall in the event of any such breach be entitled to a temporary restraining order, preliminary and permanent injunction, or other form of equitable relief, without bond, against the continuance of such breach. Such relief shall be in addition to any other rights or remedies of NIC under this License, including, but not limited to, rights of termination under Section 5 and monetary damages.

10. MISCELLANEOUS PROVISIONS.

A. This Agreement contains the entire Agreement and understanding between the parties. There are no covenants, representations, or warranties not herein expressly set forth. This Agreement may be changed, modified, or discharged only by a written instrument signed by both parties hereto.

B. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and to their successors, and to their assigns but only to the extent assignment is permitted under this Agreement.

C. This Agreement shall be interpreted and construed in accordance with the laws of the State of Maryland where it was offered, negotiated, executed, and delivered. If the parties are unable to resolve their differences over any particular point, they shall submit their differences to binding arbitration at the American Arbitration Office in Annapolis, Maryland, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. If one or both parties claim fault on the part of the other, the prevailing party shall be reimbursed by the party found to be at fault for any costs, including reasonable legal fees and interest as set forth herein, the prevailing party incurs in prosecuting or defending any such arbitration.

D. Nothing contained in the Agreement shall be construed to constitute Licensee as a partner of NIC.