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Maptech Linking Program Agreement

MAPTECH LINKING PROGRAM AGREEMENT

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Maptech's Linking Program (the "Program").  By clicking "I ACCEPT", you acknowledge that you have read, understood and agreed to be bound by these terms and conditions of this Agreement.  If you do not agree to or understand these terms and conditions, click "I DO NOT ACCEPT".  As used in this Agreement, "we" means Maptech Inc., and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Maptech's site, located at the URL www.maptech.com or to any site that you will link to our site (and which you will identify in your Program application).

ENROLLMENT IN THE PROGRAM

To begin the enrollment process, you will submit a complete Program application via the Maptech site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that (a) promote sexually explicit materials; (b) promote violence; (c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) promote illegal activities, (e) include "Maptech" or variations or misspellings thereof in their domain names; or (f) otherwise violate intellectual property rights.  If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

LINKS ON YOUR SITE

Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more links to Maptech's site of the type described in our Linking Documentation.  These links allow you to link to the Maptech site or Maptech's MapServer.  We will provide you with guidelines and graphical artwork to use in linking to our home page and our MapServer.

RESTRICTIONS ON USE

You may not: (a) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (b) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (c) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (d) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (e) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action.  If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) terminate this Agreement.

LIMITED LICENSE

We grant you a nonexclusive, revocable right to link to the Maptech site and to use certain promotional graphic images and text for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not modify the any portion of the Maptech site, promotional graphic images or text, or any other of our images or materials, in any way.  We reserve all of our rights in the materials provided on the Maptech site, promotional graphic images and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our trademark guidelines, as those guidelines as provided from time to time. We may revoke your license at any time by giving you written notice.

RESPONSIBILITY FOR YOUR SITE

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site.  For example, you will be solely responsible for (a) the technical operation of your site and all related equipment; (b) creating and posting Product descriptions on your site and linking those descriptions to the Maptech site; (c) the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials); (d) ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); and (e) ensuring that materials posted on your site are not libelous or otherwise illegal.  We disclaim all liability for these matters.  Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

TERM OF THE AGREEMENT

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Maptech trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.  YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

RELATIONSHIP OF PARTIES

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.  You will have no authority to make or accept any offers or representations on our behalf.  You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION THE NEGLIGENCE OF ANY PARTY, SHALL MAPTECH OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES AS A RESULT OF THE USE OF, OR THE INABILITY TO USE, ANY PRODUCT, THE MAPTECH SITE, OR ANY MATERIALS ACCESSIBLE ON OR THROUGH THE MAPTECH SITE, EVEN IF MAPTECH OR AN AUTHORIZED REPRESENTATIVE OF MAPTECH SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT MAPTECH AND ITS AFFILIATES ARE NOT LIABLE FOR ANY LOSS OF DATA OR PROFIT.  IF YOU ARE DISSATISFIED WITH ANY PRODUCT OR OTHER MATERIAL ACCESSIBLE ON OR THROUGH THE MAPTECH SITE, OR WITH ANY OF MAPTECH'S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO IS TO TERMINATE THIS AGREEMENT.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

DISCLAIMER OF WARRANTY

You expressly agree that your use of the Maptech site is at your sole risk.  The Maptech site may include links and pointers to Internet websites maintained by third parties, and neither Maptech nor any of its affiliates operates or controls any information, products or services available on any such third party website.  Accordingly, the materials on the Maptech site and on any such third party website are provided on an "as is" basis without warranties of any kind, whether express or implied, including without limitation warranties of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement.  Specifically, neither Maptech, its affiliates, nor any of their respective employees, agents, third party content providers or licensors warrant that the Maptech site or any such third party website will be uninterrupted or error-free, that the use of the Maptech site or any such third party website will allow you to obtain any particular results whatsoever, or that any information, service or merchandise provided through the Maptech site or any such third party website is accurate, reliable or of any particular value or quality.

WARNING REGARDING NAVIGATIONAL USE

THE MAPS, CHARTS, PHOTOGRAPHS AND OTHER MATERIALS PROVIDED ON THE MAPTECH SITE ARE NOT INTENDED FOR NAVIGATIONAL USE AND SHOULD NOT BE RELIED UPON FOR SUCH PURPOSE.  IN NO EVENT SHALL MAPTECH HAVE ANY LIABILITY ARISING OUT OF ANY NAVIGATIONAL USE OF ANY OF THE PRODUCTS.

INDEPENDENT INVESTIGATION

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

MISCELLANEOUS

This Agreement will be governed by the laws of the United States and the Commonwealth of Massachusetts.  Any action relating to this Agreement must be brought in the federal or state courts located in Boston, Massachusetts, and you consent irrevocably to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

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