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NYS ITS GIS Program Office

Geographic Information Systems Clearinghouse

Sample Consultant Use License

The New York State GIS Data Sharing Cooperative Agreement allows a member (secondary custodian) using GIS data provided by another member (primary custodian) to share the data with consultants or contractors working on their behalf. Consultants and contractors using data obtained through the Cooperative are bound by the terms of the Data Sharing Cooperative Agreement and are not allowed to use the data for any other purpose or further distribute the data.

Secondary custodians sharing GIS data obtained through the Cooperative must make these conditions known to their consultants and contractors. This can be done using a simple licensing agreement that clearly spells out the terms and conditions for use of the data. The sample Consultant Use License provided below is intended as a guide or starting point for Data Sharing Cooperative members when developing their own customized Consultant Use License. It is recommended that members confer with their Counsel when developing a Consultant Use License.


Licensing Agreement for Cooperative Member Consultant Use - download .doc


LICENSING AGREEMENT
FOR [COOPERATIVE MEMBER] CONSULTANT USE

The [Cooperative Member] (hereinafter [Cooperative Member] or Licensor) hereby grants permission to [consultant] (hereinafter Licensee), with an address at [consultant’s business address] to use copyrighted and non-copyrighted digital GIS map files to be supplied to Licensee for use in [Cooperative Member] project(s) identified by [Cooperative Member] and communicated to Licensee.

Legal Authority to License:

Licensor is a member of the New York State Geographic Information Systems (GIS) Data Sharing Cooperative. Licensor has permission to use files or portions of files which have been obtained from others, including, but not limited to, other Data Sharing Cooperative members. Many of these files or portions thereof are copyrighted by their data providers and are provided to Licensor to license with the permission of their copyright holders.

ATTENTION: THIS IS A LICENSE, NOT A SALE. THESE FILES ARE PROVIDED UNDER THE FOLLOWING LICENSE WHICH DEFINES WHAT LICENSEE MAY DO WITH THE FILES AND CONTAINS LIMITATIONS ON WARRANTIES AND/OR REMEDIES.

LICENSE

A. LICENSE GRANTED: The files are to be used exclusively by the Licensee and any subcontractors it may employ, for only the [Cooperative Member] project(s) identified by [Cooperative Member] and communicated to Licensee under the following terms:

  1. The Licensee may use the files to produce plots or reproduce maps for internal and external non-commercial distribution,
  2. When using a file owned by a data provider who is a member of the New York State Geographic Information Systems (GIS) Data Sharing Cooperative, Licensee shall also comply with the terms of the New York State Geographic Information Systems (GIS) Cooperative Data Sharing Agreement (hereinafter GIS Cooperative Data Sharing Agreement). Licensor shall provide Licensee with a copy of the appropriate GIS Cooperative Data Sharing Agreement.
  3. Licensee shall include copyright notices for non-[Cooperative Member] data as appropriate, identifying the copyright holder on all plots, maps, copies and other uses of said files.
  4. All plots, maps, copies and other uses of [Cooperative Member] copyrighted files shall include a clearly legible note stating:
    COPYRIGHT [COOPERATIVE MEMBER] © (year): [list files here (i.e. roads, boundaries, railroads, hydrography)]
  5. The copyright and all other rights to the files shall remain with [Cooperative Member] or other copyright holder or data provider,
  6. The files may be distributed to only those involved in the [Cooperative Member] project(s) within the Licensee’s firm and to Licensee’s subcontractors provided the [Cooperative Member] copyright notice, “COPYRIGHT ©(year) [COOPERATIVE MEMBER],” together with any other copyright notices required, is/are included in every copy,
  7. When distributing said files, Licensee agrees to indemnify and hold harmless [Cooperative Member] and its Licensors against any claims or lawsuits arising from the use or distribution of the files as part of the products or files distributed by Licensee,
  8. Licensee is solely responsible for all technical support, if any, to any user of the products or files distributed,
  9. Licensee shall be responsible for insuring that all Licensee’s employees and Licensee’s subcontractors using the copyrighted files are advised of and understand the terms contained in this agreement,
  10. Licensee’s subcontractors may use the files in their work for Licensee but may not use, copy, retain, or distribute the files for any other purpose, and
  11. Licensee and its subcontractors shall not copy, loan, or transfer the files, in whole or in part, to other public agencies or private individuals or firms unless prior written authorization and licensing is granted by [Cooperative Member].

B. LIMITATIONS: Licensee agrees not to use the files or make copies of them except as permitted in this License. Licensee agrees not to:

  1. Rent, lease, assign, or transfer the files except as expressly allowed in this License.
  2. Use files in published works for commercial use and/or sale.
  3. Redistribute, sell or publish the files except as expressly allowed in this License.

C. TERM: This License shall continue for as long as Licensee uses the files for their intended purpose. However, if Licensee fails to comply with any of the terms or conditions set out in this document the License will terminate. Licensee agrees, upon termination, to destroy all copies of any files or documents obtain as part of this agreement. The Limitations of Warranties and Liability set out below shall continue in force even after any termination.

D. WARRANTY: [COOPERATIVE MEMBER] WARRANTS THAT THE STORAGE MEDIA IN THESE FILES WILL BE FREE FROM DEFECT IN MATERIALS AND WORKMANSHIP FOR 30 DAYS FROM THE DATE ACQUIRED. IF SUCH A DEFECT OCCURS, RETURN THE MEDIA TO [COOPERATIVE MEMBER] AND [COOPERATIVE MEMBER] WILL REPLACE IT FREE OF CHARGE. THIS REMEDY IS LICENSEE’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY.

E. LIMITATION OF WARRANTIES AND LIABILITY: 1) EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE [COOPERATIVE MEMBER] PROVIDES GEOGRAPHIC INFORMATION SYSTEMS (GIS) DATA AND METADATA WITH NO CLAIM AS TO THE COMPLETENESS, USEFULNESS, OR ACCURACY OF ITS CONTENT, POSITIONAL OR OTHERWISE. [COOPERATIVE MEMBER] AND ITS OFFICIALS AND EMPLOYEES MAKE NO WARRANTY, EXPRESS OR IMPLIED, AND ASSUME NO LEGAL LIABILITY OR RESPONSIBILITY FOR THE ABILITY OF USERS TO FULFILL THEIR INTENDED PURPOSES IN ACCESSING OR USING GIS DATA OR METADATA OR FOR OMISSIONS IN CONTENT REGARDING SUCH DATA. THE DATA COULD INCLUDE TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS. THE DATA IS PRESENTED “AS IS,” WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE FILES IS ASSUMED BY LICENSEE. IN PROVIDING THIS DATA, [COOPERATIVE MEMBER] ASSUMES NO OBLIGATION TO ASSIST THE LICENSEE IN THE USE OF SUCH DATA OR IN THE DEVELOPMENT, USE, OR MAINTENANCE OF ANY APPLICATIONS APPLIED TO OR ASSOCIATED WITH THE DATA OR METADATA.

2) [COOPERATIVE MEMBER] SHALL HAVE NO LIABILITY TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA, NON INFRINGEMENT OF THIRD PARTY RIGHTS OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF [COOPERATIVE MEMBER] HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. [COOPERATIVE MEMBER] IS NOT RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. [COOPERATIVE MEMBER’S] MAXIMUM AGGREGATE LIABILITY TO LICENSEE AND ANY OTHER PERSON SHALL NOT EXCEED THE WARRANTY SET FORTH ABOVE. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH.

F. GENERAL: This License is the entire agreement between Licensor and Licensee, superseding any other agreement or discussions, oral or written, and may not be changed except by an agreement signed by both parties. This License shall be governed by and construed in accordance with the laws of the State of New York. If any provision of this License is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the License and the other provisions shall remain in full force and effect.

IN WITNESS WHEREOF, Licensee has caused this License to be executed in its name and on its behalf by its duly authorized representative on the day and year appearing below its respective signature.

For Licensee:

Name: ___________________________________

Title: ____________________________________

Signature: ________________________________

Date: ____________________________________

 

For [COOPERATIVE MEMBER]

Name: ___________________________________

Title: ____________________________________

Signature: ________________________________

Date: ____________________________________