District Council 21

Last updated on 01/27/2024

Pinpointing Software (Licensed Application) is licensed to registered Employees of District Council 21 & registered Contractors affiliated with District Council 21 (You), by Orbitalnoise, (Licensor), for use only under the terms of this License Agreement.

By logging in to the Pinpointing Software, the Licensed Application, You indicate that You agree to be bound by all of the terms and conditions of this License Agreement, and that You accept this License Agreement.

The parties of this License Agreement acknowledge that the hosting company and domain registrar (The Services) of District Council 21 are not a Party to this License Agreement and are not bound by any provisions or obligations with regard to the Licensed Application, such as warranty, liability, maintenance and support thereof. Licensor, not the Services, is solely responsible for the Licensed Application and the content thereof.

Licensed Application usage, is licensed to You for use only under the terms of this License Agreement. The Licensor reserves all rights not expressly granted to You.

1. THE APPLICATION

Pinpointing Software (Licensed Application) is a piece of software created and customized for You.

Furthermore,
The Licensed Application is not tailored to comply with industry-specific regulations such as but not limited to: Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc., so if your interactions would be subjected to such laws, you may not use this Licensed Application. You may not use the Licensed Application in a way that would violate applicable laws.

2. SCOPE OF LICENSE

Pinpointing Software (Licensed Application) is a piece of software created and customized for You.

2.1. You are given a non-transferable, non-exclusive, non-sublicensable license to log-in and use the Licensed Application on any Devices that You (End-User) owns or controls and as permitted by the Usage Rules, with the exception that such Licensed Application may not be accessed and used by other accounts, such as personal, sub-contractor or agent accounts not registered as users of Licensed Application or associated with You (End-User).

2.2. This license will also govern any updates of Licensed Application provided by Licensor that replace, repair, and/or supplement the Licensed Application, unless a separate license is provided for such updates, in which case the terms of that new license will govern.

2.3. You may not share, logins or make the Licensed Application available to third parties (unless to the degree allowed by the Usage Rules, and with Licensor‘s prior express written consent), sell, rent, lend, lease or otherwise redistribute the Licensed Application.

2.4. You may not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Licensed Application, or any part thereof (except with Licensor's prior written consent).

2.5. You may not copy (excluding when expressly authorized by the licensor) or alter the source code of the Licensed Application or any portions thereof. You may not create and or store copies of the Licensed Application. You may not remove any intellectual property notices. You acknowledge that no unauthorized third parties may gain access to these copies at any time. If you sell your Devices to a third party, you must clear saved login's, cached copies of the Software Application and saved bookmarks to the Licensed Application from the Devices before doing so.

2.6. Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.

2.7. Licensor reserves the right to modify the terms and conditions of licensing.

2.8. Nothing in this license should be interpreted to restrict authorized users (You) from interacting with the Licensed Software in the th the functions it was created to perform. When using the Licensed Application, You must ensure that You comply with applicable terms and conditions of this license.

3. TECHNICAL REQUIREMENTS

3.1. Licensor will attempt to keep the Licensed Application and required server software and database versions updated so that they comply with modified/new versions of the Licensed Software coding languages. You are not granted rights to claim or require the Licensor make such updates.

3.2. You acknowledge that it is Your responsibility to confirm and determine that the end-user device on which You intend to use the Licensed Application satisfies the technical specifications to run the Licenced Application.

3.3. Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.

4. [NO] MAINTENANCE AND SUPPORT

4.1 You, the end-user, are not authorized, obligated, expressed or implied, to require or provide any maintenance, technical or other support for the Licensed Application. The Licensor is solely responsible for providing any and all updates, maintenance and support services for this Licensed Application. You can reach the Licensor at the email address: prbitalnoise@gmail.com for questions or issues in use regarding this Licensed Application.

4.2 Licensor and the End-User acknowledge that Licensor has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application above to You, the end user unless those requests comply with the terms of Licensor's existing software Maintenance agreement with District Council 21.

5. USE OF DATA

You acknowledge that Licensor will be able to access saved database data, log-in settings and source code and make adjustments to the Licensed Application content and our end user created information to facilitate the ease of use and maintain the functionality of the Licensed Application.

You acknowledge that the Licensor may periodically collect technical data and related information about your use and data entries of the Licensed Application for product support, facilitate Licensed Application updates, and for purposes of providing other services to you (if any) related to the Licensed Application. Licensor may also use this information to provide services or improvements to the Licensed Application to you.

6. USER-GENERATED CONTRIBUTIONS

The Licensed Application provides You with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, and/or broadcast content and materials created by You when using the Licensed Application within the terms outlined in this agreement.

Content created while using the Licensed Application may be viewable by other authorized users of the Licensed Application. As such, any Content you transmit may be treated in accordance with the Licensed Application Privacy Policy. You acknowledge content you create may be viewable by other authorized users of the Licensed Application. As such, any Content you transmit may be treated as non-confidential and non-proprietary within the scope that content is being viewed solely by authorized users of the Licensed Application. When you create or make available any Content of the Licensed Application, you thereby represent and warrant that:

- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

- You are the creator and authorized user, and permissions to use and to authorize use, of the Licensed Application, to use your Content in a manner consistent with the express functionality of the Licensed Application and this License Agreement.

- Your submitted Content is not false, inaccurate, or misleading.

- Your submitted Content does not contain spam, unsolicited or unauthorized advertising, or other forms of solicitation.

- Your submitted Content is not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

- Your submitted Content does not violate the privacy or publicity rights of any third party.

- Your submitted Content does not purposefully include viruses, links to potential viruses or other material that would compromise the functionality and integrity of the Licensed Application, violates, any provision of this License Agreement, or any applicable law or regulation.

Any use of the Licensed Application in violation of the foregoing violates this License Agreement and may result in, among other things, termination or suspension of your rights to use the Licensed Application.

7. END USER SUBMITTED CONTENT TERMS

We do not assert any ownership over your submitted content. You retain full ownership of all of your submitted content and any intellectual property rights or other proprietary rights associated with your submitted content. We are not liable for any statements or representations in your submitted content provided by you in any area in the Licensed Application. You are solely responsible for your submitted content to the Licensed Application and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your submitted content.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any submitted content; (2) to re-categorize any submitted content to maintain compliance with the functionality of the Licensed Application; and (3) to prescreen or delete any submitted content at any time if we feel the content would compromise the functionality and integrity of the Licensed Application, without notice. We have no obligation to monitor your submitted content or notify you of such changes.

You agree that we may access, store, process and/or backup any and all of your submitted content following the terms of this EULA.

We do not assert any ownership over your submitted content. You retain full ownership of all of your submitted content and any intellectual property rights or other proprietary rights associated with your submitted content. We are not liable for any statements or representations in submitted content provided by you in any area in the Licensed Application. You are solely responsible for your submitted content to the Licensed Application and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your submitted content.

8. LIABILITY

8.1. Licensor shall not be held liable in case of negligence, data loss or data corruption. In all cases, liability shall be limited to the foreseeable, contractually typical damages. The end user (You) agree to not hold the Licensor to loss of income, denial of awarded contracts or timeliness of you submitted content due to loss of functionality or availability of access to the Licensor.

8.2. Licensor takes no accountability or responsibility for any damages caused due to a breach of duties according to Section 2 of this License Agreement. To avoid data loss, You are required to notify Licensor in a timely manor of perceived data loss and allow Licensor to make remediations thru use of data backup functions of the Licensed Application's database to the extent possible and allowed by applicable terms and conditions of use as defined in this agreement. Licensor does not guarenttee real time backups of data or storage of multiple backups and shall not be held liable for data errors, data loss or user caused data corruption. You are aware that in case of alterations or manipulations of the Licensed Application, You will not have access to the Licensed Application.

9. WARRANTY

9.1. Licensor warrants that the Licensed Application is accessed from secure, encrypted servers with anti-virus, firewall protection which is monitored and free of spyware, trojans, viruses, or any other malware excluding externally managed email accounts associated with District Council 21's domains.

9.2. Licensor warrants that the Licensed Application works as described to the end user (You).

9.3. No warranty is provided for the Licensed Application that is not executable on a device, that has been unauthorized, modified, handled inappropriately or with inappropriate hardware or software, behind firewalls or used with inappropriate accessories, regardless if by You, the end user or by third parties, or if there are any other reasons outside of Licensor‘s sphere of influence that affect the executability and functionality of the Licensed Application.

9.4. If we confirm that the Licensed Application is defective, or unresponsive, Licensor reserves the right to choose to remedy the situation by means of solving the issue in a manor and time of 's discretion.

9.5. Licensor reserves the right to deploy the Licensed Application at a domain and/or on a server of Licensor's choosing as to facilitate the functionality and ease of use by the end user (You) if Licensor deems the existing domain/server configuration would inhibit the usability and functionality of the Licensed Application.

9.6. In the event of any failure of the Licensed Application to conform to expected usage, You may notify Licensor to request a remedy to the non-functioning issue. To the maximum extent permitted, Orbitalno0ise will endeavor to remedy the reported issue win a manor and time of Licensor's choosing. Licensor maintains no other warranty obligation whatsoever with respect to the Licensed Application including data lose, damages, liabilities, expenses, and costs attributable to the non-functionality of the Licensed Application.

10. PRODUCT CLAIMS

The end-user (You) acknowledge that Licensor is solely responsible for addressing functionality and availability to access the Licensed Application but is not responsible for any claims of the End-User relating to the Licensed Application or the End-User’s possession and/or use of that Licensed Application, including, but not limited to:

(i) product liability claims;

(ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and

(iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the end user's (You) interaction and Licensed Application’s use.

11. LEGAL COMPLIANCE

You represent and warrant that You are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a terrorist supporting” country; and that You are not listed on any US Government list of prohibited or restricted parties.

12. CONTACT INFORMATION

For general inquiries, complaints, questions or claims concerning the Licensed Application, please contact:

Orbitalnoise
orbitalnoise@gmail.com

13. TERMINATION

13.1. The license is valid as long as the Licensed Application is in use by District Council 21. Your user account may be terminated or suspended until by the administrator of the Licensed Application at District Council 21 terminates your user account. Your rights under this license will terminate automatically and without notice if You fail to adhere to any term(s) of this license. Upon License termination, You shall stop all use of the Licensed Application and discontinue attempts to login to the Licensed Application.

13.2. If You feel your user account was terminated for unwarranted reasons you must contact the administrator of the Licensed Application, at District Council 21, for remediation or reinstatement.

14. INTELLECTUAL PROPERTY RIGHTS

Licensor and the End-User acknowledge that, the Licensed Application is the intellectual property of Orbitalnoise and Licensor, will be solely responsible for the investigation, defense, settlement, and discharge of any claims or violations of use and/or intellectual property claims that may arise due to the infringement of Orbitalnoise's intelectual property.

15. APPLICABLE LAW

This License Agreement is governed by the laws of Florida.

16. MISCELLANEOUS

16.1. If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose of maintaining the Intellectual property of Orbitalnoise.

16.2. This agreement supplements Orbitalnoise's existing software retainer & hosting agreements with District Council 21.