PC*MILER 31 >
PC*MILER|Rail 24 >

PC*MILER® 31 PRODUCT LINE END-USER LICENSE AGREEMENT


  1. Grant of License: Subject to the terms, conditions, use limitations and payment of fees as set forth herein, ALK Technologies, Inc. ("ALK") grants the end-user ("you") a non-assignable, non-transferable, non-exclusive license to install and use the PC*MILER solution(s) (including traffic data or any other subscriptions) you have purchased ("PC*MILER") on a single personal computer. The PC*MILER software, data and documentation are provided for your personal, internal use only and not for resale. They are protected by copyright held by ALK and its licensors and are subject to the following terms and conditions which are agreed to by you, on the one hand, and ALK and its licensors (including their licensors and suppliers) on the other hand.
  2. Title: You acknowledge that the PC*MILER computer programs, data, concepts, graphics, documentation, manuals and other material owned by, developed by or licensed to ALK, including but not limited to program output (together, "program materials"), are the exclusive property of ALK or its licensors. You do not secure title to any PC*MILER program materials by virtue of this license.
  3. Copies: You may make one (1) copy of the PC*MILER program materials, provided you retain such copy in your possession and use it solely for backup purposes. You agree to reproduce the copyright and other proprietary rights notices of ALK and its licensors on such a copy. Otherwise, you agree not to copy, reverse engineer, interrogate, or decode any PC*MILER program materials or attempt to defeat protection provided by ALK for preventing unauthorized copying or use of PC*MILER or to derive any source code or algorithms therefrom. You acknowledge that unauthorized use or reproduction of copies of any program materials or unauthorized transfer of any copy of the program materials is a serious crime and is grounds for suit for damages, injunctive relief and attorney's fees.
  4. Limitations on Transfer: This license is granted to you by ALK. You may not directly or indirectly lease, sublicense, sell, disseminate, or otherwise transfer PC*MILER or any PC*MILER program materials to third parties, or offer information services to third parties utilizing the PC*MILER program materials without ALK's prior written consent. To comply with this limitation, you must uninstall and deactivate PC*MILER from your computer prior to selling or transferring that computer to a third party.
  5. Anti-Piracy Protection: PC*MILER may include product activation and other technology to prevent unauthorized use and copying. When provided with an install product key code (the "Product Key Code"), or any other similar mechanism, you will need to activate PC*MILER with the associated method in order to use it. If you try to activate an excessive number of times, the ALK Anti-Piracy Protection may cause PC*MILER to lock and prevent you from further activating PC*MILER. Refer to ALK's help page at https://activate.alk.com for more information about our Product Activation and Anti-Piracy Protection.
  6. Limitations on Use: You may not use PC*MILER or its reports, maps, data or any of its components to create a competitive product, solution or visualization platform.
  7. Limitations on Network Access: You may not allow end-users or software applications on other computers or devices to directly or indirectly access this copy of PC*MILER via any type of computer or communications network (including but not limited to local area networks, wide area networks, intranets, extranets, the internet, virtual private networks, Wi-Fi, Bluetooth, and cellular and satellite communications systems), using middleware (including but not limited to Citrix MetaFrame and Microsoft Terminal Server) or otherwise (including but not limited to access through PC*MILER interface products), or install or use PC*MILER on a network file server, without first notifying ALK, executing a written supplemental license agreement, and paying the license fee that corresponds to the number and types of uses to which access is to be allowed.
  8. Limitations on Data Extraction: You may manually extract data (including but not limited to program output such as distances, maps, and driving directions) from PC*MILER and use it in other applications on the same computer on which PC*MILER is legally licensed and installed, as permitted below. You may not transfer data extracted from PC*MILER onto any other computer or device unless you have licensed PC*MILER for that computer or device. You agree that you will not, nor will you permit your trade partners or anyone else to, use content derived from PC*MILER, including route line data, nor display such data or integrate such data into another provider's service, including, but not limited to, Google or Bing. You agree not to pre-fetch, retrieve, cache, index, or store any data, content, or other portion of the product output at any time, provided, however, that you may temporarily store (for less than thirty (30) days) limited amounts of such content for the sole and exclusive purpose of enhancing the performance of your implementation due to network latency, and only if you do so securely and in a manner that: (a) does not permit use of the content outside of the scope of this Agreement; (b) does not manipulate or aggregate any content or portion thereof; (c) does not prevent ALK from accurately tracking usage; and (d) does not modify attribution of the product in any way.
  9. Limitations on Mobile Communications: Without limiting the generality of the foregoing, you may not transmit PC*MILER street-level driving directions through mobile communications systems such as satellite, or cellular services or to mobile devices such as computers, telematics systems, on board or mobile computers or Smartphones, handhelds, pagers, electronic recording devices or telephones without first executing a written supplemental license agreement with ALK and paying the license fee that corresponds to the number and types of devices and systems to and through which transmission is to be permitted.
  10. Limitations on Disclosure: You may disclose PC*MILER distances to trading partners, in the course of their providing services to you, for specific origin-destination moves for which you provide transportation services and use PC*MILER distances as a basis for payment. You may not make any other disclosure of PC*MILER programs and materials, including, but not limited to, program output, to anyone outside the legal entity that paid for and holds this license, without prior written permission of ALK. You acknowledge that the PC*MILER programs and materials, developed by or licensed to ALK are very valuable to ALK and its licensors, and their use or disclosure to third parties, except as permitted by this license or by a written supplemental license agreement with ALK, is strictly prohibited.
  11. Security: You agree to take reasonable and prudent steps to safeguard the security of the PC*MILER program materials and to notify ALK immediately if you become aware of the theft or unauthorized possession, use, transfer or sale of the PC*MILER program materials licensed to you by ALK.
  12. Acceptance: You are deemed to have accepted the PC*MILER program materials upon receipt.
  13. Warranties: ALK represents and warrants that:
    a) For ninety (90) days from date of purchase, PC*MILER, when delivered and properly installed, will function substantially according to its specifications on a computer purchased independently by you.

    b) For ninety (90) days from date of purchase, the software media on which ALK provides PC*MILER to you will function substantially free of errors and defects. ALK will replace defective media during the warranty period at no charge to you unless the defect is the result of accident, abuse, or misapplication of the product.

    c) THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. THE PC*MILER PROGRAM, DATA AND DOCUMENTATION IS SOLD "AS IS". IN NO EVENT SHALL ALK OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES SUCH AS, BUT NOT LIMITED TO, LOSS IN CONNECTION WITH OR ARISING OUT OF THE EXISTENCE OF THE FURNISHING, FUNCTIONING OR USE OF ANY ITEM OF SOFTWARE, DATA OR SERVICES PROVIDED FOR IN THIS AGREEMENT. IN NO EVENT SHALL DAMAGES TO WHICH ALK MAY BE SUBJECT UNDER THIS AGREEMENT EXCEED THE CONTRACT PRICE. THIS WARRANTY SHALL NOT ACCRUE TO THE BENEFIT OF THIRD PARTIES OR ASSIGNEES.
  14. Disclaimer: The data may contain inaccurate, incomplete or untimely information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results. PC*MILER's suggested routings, fuel and traffic data are provided without a warranty of any kind. The user assumes full responsibility for any delay, expense, loss or damage that may occur as a result of their use.
  15. Termination: This Agreement will terminate immediately upon any of the following events:
    a) If you seek an order for relief under the bankruptcy laws of the United States or similar laws of any other jurisdiction, or a composition with or assignment for the benefit of creditors, or dissolution or liquidation, or if proceedings under any bankruptcy or insolvency law are commenced against you and are not discharged within thirty (30) calendar days.

    b) If you materially breach any terms, conditions, use limitations, payment obligations, or any other terms of this Agreement.

    c) Upon expiration of any written supplemental license agreement between you and ALK of which this license is a part.
  16. Obligations on Termination: Termination or expiration of this Agreement shall not be construed to release you from any obligations that existed prior to the date of such termination or expiration.
  17. Hold Harmless and Indemnity: To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify ALK and its parent company, subsidiaries, affiliates, officers, agents, licensors, owners, co-branders, other partners, and employees from and against any third party claim (other than a third party claim for Intellectual Property Rights) arising from or in any way related to your use of PC*MILER, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorney's fees, of every kind and nature. ALK shall use good faith efforts to provide you with written notice of such claim, suit or action.
  18. Disclosure for Products Containing Certain Data:
    a) Historical or Real-time Traffic data: traffic data, including historical traffic data, is licensed as an optional subscription service which must be renewed annually for continued use. ALK and its licensor(s) will use commercially reasonable efforts to make traffic data available at least 99.5% of the time each calendar month, excluding minor performance or technical issues as well as downtime attributable to necessary maintenance, and Force Majeure.

    This data is provided to you "as is," and you agree to use it at your own risk. ALK and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.
  19. Limitations on Export: You hereby expressly agree not to export PC*MILER, in whole or in part, or any data derived therefrom, in violation of any export or other laws or regulations of the United States.
  20. Aggregated Data: ALK may, from time to time, share information about You with parent and sister or affiliated companies for business purposes and when necessary for it to perform work under this End User License Agreement. In addition, ALK may, and is hereby authorized to, use, share and provide certain aggregated, non-identifiable information derived from Your use of PC*MILER to third parties.
  21. ALK Cloud Feature: ALK Cloud feature will store in an anonymized way Your data in a cloud account in order to allow You to securely synchronize Your data with other users in Your organization. End-User data is deemed the confidential information of the End-User. For more information you may refer to ALK's Privacy Policy.
  22. Internet-Based Services Components: Certain features of PC*MILER require connection to the Internet directly or through a wireless connection in order to function. Such features may result in the transfer of certain data over such connection, which may or may not be encrypted. You are solely responsible for obtaining any necessary Internet, data or wireless subscription plans with the applicable service providers and you must comply with applicable third party terms of agreement when using PC*MILER. You further acknowledge that ALK is not responsible for the availability of the Internet or wireless connections or the security or integrity of data transmitted over such connections.
  23. Geographic Restrictions: The Content and Services (as defined below) are provided for access for different areas in the world. You acknowledge and agree that you may not be able to access all or some of the same Content and Services depending as to where you are located in the world. Access to PC*MILER may not be legal by certain persons or in certain countries. At all times, you are responsible for compliance with local laws.
  24. Content and Services: PC*MILER may provide you with access to ALK's proprietary websites including without limitation at www.alk.com (the "Website") and products and services accessible thereon, and certain features, functionality, and content accessible on or through PC*MILER may be hosted on the Website (collectively, "Content and Services"). Your access to and use of such Content and Services are governed by this License and the Website's terms of use located at www.alk.com, which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such terms of use and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of PC*MILER's features and functionality. Any violation of such terms of use will also be deemed a violation of this License. ALK DOES NOT PROVIDE ANY WARRANTY FOR, OR GUARANTEE THE AVAILABILITY OF, PRODUCTS AND SERVICES PURCHASED OR ADVERTISED THROUGH THE APPLICATION.
  25. Technical Support: For one (1) year from date of purchase, ALK will provide you technical support on the PC*MILER product(s) purchased to those that are current on their payment.
  26. Disclosure for Optional Content Displayed in PC*MILER for Additional Purchase : Traffic data, including historical traffic data, and any other optional content licensed as a subscription service must be renewed annually for continued use. You agree and acknowledge that ALK is not responsible for the content displayed which belongs to third parties, and advising you for the end of your subscription.
  27. Additional Use Terms, Conditions, Restrictions and Obligations : This Agreement and your use of PC*MILER is expressly subject to the ALK Privacy Policy and the HERE and ALK End User License Agreement terms and conditions respectively ("HERE EULA") and ("ALK EULA") set forth below. YOU ACKNOWLEDGE AND AGREE THAT YOU MAY NOT USE PC*MILER IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF BOTH THE HERE AND ALK EULA AND YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THE TERMS AND CONDITIONS OF BOTH THE HERE AND ALK EULA BY INSTALLING OR ACTUALLY USING PC*MILER.
  28. Copyright: United States copyright law and international treaty provisions protect PC*MILER and the data transmitted by PC*MILER. You agree that no title to the intellectual property in PC*MILER or the data is transferred to you. You further acknowledge that title and ownership rights will remain the exclusive property of ALK or its licensors, and you will not acquire any rights to PC*MILER or the data except as expressly set out in this license. You agree that any copies of PC*MILER will contain the same proprietary notices that appear on and in PC*MILER. The Copyright to PC*MILER is held by ALK Technologies, Inc., 1 Independence Way, Princeton, NJ 08540 USA. Full contact details are available at www.alk.com.
  29. Miscellaneous: This agreement shall be construed and applied in accordance with the laws of the State of New Jersey. The Courts of the State of New Jersey shall be the exclusive forum for all actions or interpretation pertaining to this agreement. Any amendments or addenda to this agreement shall be in writing executed by all parties hereto. This is the entire agreement between the parties and supersedes any prior or contemporaneous agreements or understandings. Should any provision of this agreement be found to be illegal or unenforceable, then only so much of this agreement as shall be illegal or unenforceable shall be stricken and the balance of this agreement shall remain in full force and effect.
  30. Changes to Terms: ALK may revise or modify these terms, or any additional terms that apply, from time to time without notice to You, for example, reflect changes to the law or changes to PC*MILER. The revised or modified terms will be effective immediately. Your continued use of PC*MILER are subject to the most current effective version of these terms. If You do not agree to the revised or modified terms, You should discontinue your use of PC*MILER.

    These terms control the relationship between ALK and You. They do not create any third party beneficiary rights. If You do not comply with these terms, and ALK does not take action right away, this doesn't mean that ALK is giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms.
  31. Date: This EULA was last updated on November 1, 2017. Visit www.pcmiler.com/eula for regular updates.

General Content Terms and Conditions

The following terms shall apply to the use of map data for the countries specified below to the extent that your product and/or services uses map data for each respective country:

FOR HERE DATA

This end user license agreement applies to HERE data included in your Software ("HERE EULA"), if any, as well as to HERE data you obtain separately that is formatted for use with your Software.

The data ("Data") is provided for your personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and ALK Technologies Inc. ("ALK") and its licensors (including their licensors and suppliers) on the other hand.

© 2017 HERE. All rights reserved.

Personal Use Only: You agree to use this Data together with PC*MILER for the solely personal, non-commercial purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Data only as necessary for your personal use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws. Multi-disc sets may only be transferred or sold as a complete set as provided by ALK and not as a subset thereof.

Restrictions: Except where you have been specifically licensed to do so by ALK, and without limiting the preceding paragraph, you may not (a) use this Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.

Warning: The Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results.

No Warranty: This Data is provided to you "as is," and you agree to use it at your own risk. ALK and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.

Disclaimer of Warranty: ALK AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.

Disclaimer of Liability: ALK AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF ALK OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.

Export Control: You agree not to export from anywhere any part of the Data provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.

Entire Agreement: These terms and conditions constitute the entire agreement between ALK (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.

Governing Law: The above terms and conditions shall be governed by the laws of Illinois,without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. You agree to submit to the jurisdiction of the Illinois for any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder.

Government End Users: If the Data is being acquired by or on behalf of the United States Government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, the Data is a "commercial item" as that term is defined at 48 C.F.R ("FAR") 2.101, is licensed in accordance with End-User Terms and each copy of Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following "Notice of Use" and shall be treated in accordance with such Notice.

Notice of Use

Contractor (Manufacturer/Supplier) Name: HERE

Contractor (Manufacturer/Supplier) Address: 425 W. Randolph Street, Chicago, Illinois 60606

This Data is a commercial item as defined in FAR 2.101 and is subject to these End User Terms under which this Data was provided

© 2017 HERE. All rights reserved

If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify HERE prior to seeking additional or alternative rights in the Data.

FOR ALK DATA

This end user license agreement applies to ALK Data included in PC*MILER if any, as well as to ALK data you obtain separately that is formatted for use with your Software ("ALK EULA").

The data ("Data") is provided for your personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and ALK Technologies, Inc. ("ALK") and its licensors (including their licensors and suppliers) on the other hand.

© 2017 ALK. All rights reserved.

Personal Use Only: "You" means you as an End-user or as a "Company" on behalf of its End-Users which are subject to either a Non-Disclosure Agreement as employees or a License Agreement that contains the same restrictions as herein as a Value Added Reseller. Also as used in this EULA "personal use" can also be understood in more general terms as for a Company's use. You agree to use this Data together with PC*MILER for the solely personal, non-commercial purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Data only as necessary for your personal use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to otherwise reproduce copy, modify, decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.

Restrictions: Except where you have been specifically licensed to do so by ALK in the case of an integrated solution bundled or intended for use with specific smartphones, similar mobile communication device(s) or personal navigation device(s), and without limiting the preceding paragraph, you may not use this Data (a) with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, smartphones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs. You may not use PC*MILER or its reports, maps, data or any of its components to create a competitive product, solution or visualization platform.

Warning: The Data may contain inaccurate, untimely or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results. The Data is based on official highway maps, the Code of Federal Regulations, and information provided by state governments and other licensors. It is provided without a warranty of any kind. The user assumes full responsibility for any delay, expense, loss or damage that may occur as a result of use of the Data.

No Warranty: This Data is provided to you "as is," and you agree to use it at your own risk. ALK and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.

Disclaimer of Warranty: ALK AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.

Disclaimer of Liability: ALK AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF ALK OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.

Export Control: You agree not to export from anywhere any part of the Data provided to you or any direct product thereof except in compliance with and with all licenses and approvals required under, applicable export laws, rules and regulations.

Entire Agreement: These terms and conditions constitute the entire agreement between ALK (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.

Governing Law: The above terms and conditions shall be governed by the laws of the State of New Jersey . The courts of the State of New Jersey shall have exclusive jurisdiction to settle any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder. You agree to submit to such jurisdiction.

FOR CANADA TERRITORY DATA

The following provisions apply to data for Canada provided by Canada Post Corporation as the owner of the copyright, and Statistics Canada as the owner of all intellectual property rights, in the same data (collectively "Canada Post Data").

Neither Canada Post Data or Statistics Canada, shall be liable: (i) in respect of any claim, demand or action, irrespective of the nature or causes of the claim whatsoever, alleging any loss, injury or damages, direct or indirect, which may result from End User's use or possession of Canada Post Data; or (ii) in any way for loss of revenues or contracts, or any other consequential loss of any kind resulting from any defect in such Canada Post Data.

End User agrees to indemnify and save harmless Canada Post and Statistics Canada and its officers, employees, agents from all claims alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of End User's possession or use of Canada Data.





PC*MILER|RAIL 24 PRODUCT LINE END-USER LICENSE AGREEMENT

  1. Grant of License: Subject to the terms, conditions, use limitations and payment of fees as set forth herein, ALK Technologies, Inc. ("ALK") grants the end-user ("You") a non-assignable, non-transferable, non-exclusive license to install and use the PC*MILER|Rail solution(s) You have purchased ("PC*MILER|Rail") on a single personal computer. The PC*MILER|Rail software, data and documentation are provided for your personal, internal use only and not for resale. They are protected by copyright held by ALK and its licensors and are subject to the following terms and conditions which are agreed to by You, on the one hand, and ALK and its licensors (including their licensors and suppliers) on the other hand.
  2. Title: You acknowledge that the PC*MILER|Rail computer programs, data, concepts, graphics, documentation, manuals and other material owned by, developed by or licensed to ALK, including but not limited to program output (together, "program materials"), are the exclusive property of ALK or its licensors. You do not secure title to any PC*MILER|Rail program materials by virtue of this license.
  3. Copies: You may make one (1) copy of the PC*MILER|Rail program materials, provided You retain such copy in your possession and use it solely for backup purposes. You agree to reproduce the copyright and other proprietary rights notices of ALK and its licensors on such a copy. Otherwise, You agree not to copy, reverse engineer, interrogate, or decode any PC*MILER|Rail program materials or attempt to defeat protection provided by ALK for preventing unauthorized copying or use of PC*MILER|Rail or to derive any source code or algorithms therefrom. You acknowledge that unauthorized use or reproduction of copies of any program materials or unauthorized transfer of any copy of the program materials is a serious crime and is grounds for suit for damages, injunctive relief and attorney’s fees.
  4. Limitations on Transfer: This license is granted to You by ALK. You may not directly or indirectly lease, sublicense, sell, disseminate, or otherwise transfer PC*MILER|Rail or any PC*MILER|Rail program materials to third parties, or offer information services to third parties utilizing the PC*MILER|Rail program materials without ALK's prior written consent. To comply with this limitation, You must uninstall and deactivate PC*MILER|Rail from your computer prior to selling or transferring that computer to a third party.
  5. Anti-Piracy Protection:  PC*MILER|Rail may include product activation and other technology to prevent unauthorized use and copying. If provided with an install product key code (the "Product Key Code"), or any other similar mechanism, You will need to activate PC*MILER|Rail with the associated method in order to use it. If You try to activate or install an excessive or unauthorized number of times or in an unauthorized environment, the ALK Anti-Piracy Protection may cause PC*MILER|Rail to lock and prevent You from further activating or using PC*MILER|Rail. Refer to ALK's help page at https://activate.alk.com for more information about our Product Activation and Anti-Piracy Protection.
  6. Limitations on Use: You may not use PC*MILER|Rail or its reports, maps, data or any of its components to create a competitive product, solution or visualization platform.
  7. Limitations on Network Access: You may not allow end-users or software applications on other computers or devices to directly or indirectly access this copy of PC*MILER|Rail via any type of computer or communications network (including but not limited to local area networks, wide area networks, intranets, extranets, the internet, virtual private networks, Wi-Fi, Bluetooth, and cellular and satellite communications systems), using middleware (including but not limited to Citrix MetaFrame and Microsoft Terminal Server) or otherwise (including but not limited to access through PC*MILER|Rail interface products), or install or use PC*MILER|Rail on a network file server, without first notifying ALK, executing a written supplemental license agreement, and paying the license fee that corresponds to the number and types of uses to which access is to be allowed.
  8. Limitations on Data Extraction: You may manually extract data (including but not limited to program output such as distances, maps, and reports) from PC*MILER|Rail and use it in other applications on the same computer on which PC*MILER|Rail is legally licensed and installed, as permitted below. You may not transfer data extracted from PC*MILER|Rail onto any other computer or device unless You have licensed PC*MILER|Rail for that computer or device. You agree that You will not, nor will You permit your trade partners or anyone else to, use content derived from PC*MILER|Rail, including route line data, nor display such data or integrate such data into another provider's service, including, but not limited to, Google or Bing. You agree not to pre-fetch, retrieve, cache, index, or store any data, content, or other portion of the product output at any time, provided, however, that You may temporarily store (for less than thirty (30) days) limited amounts of such content for the sole and exclusive purpose of enhancing the performance of your implementation due to network latency, and only if You do so securely and in a manner that:
    (a) does not permit use of the content outside of the scope of this Agreement;
    (b) does not manipulate or aggregate any content or portion thereof;
    (c) does not prevent ALK from accurately tracking usage; and
    (d) does not modify attribution of the product in any way.
  9. Limitations on Mobile Communications: Without limiting the generality of the foregoing, You may not transmit PC*MILER|Rail reports through mobile communications systems such as satellite, or cellular services or to mobile devices such as computers, telematics systems, on board or mobile computers or Smartphones, handhelds, pagers, electronic recording devices or telephones without first executing a written supplemental license agreement with ALK and paying the license fee that corresponds to the number and types of devices and systems to and through which transmission is to be permitted.
  10. Limitations on Disclosure: You may disclose PC*MILER|Rail distances to trading partners, in the course of their providing services to You, for specific origin-destination moves for which You provide transportation services and use PC*MILER|Rail distances as a basis for payment. You may not make any other disclosure of PC*MILER|Rail programs and materials, including, but not limited to, program output, to anyone outside the legal entity that paid for and holds this license, without prior written permission of ALK. You acknowledge that the PC*MILER|Rail programs and materials, developed by or licensed to ALK are very valuable to ALK and its licensors, and their use or disclosure to third parties, except as permitted by this license or by a written supplemental license agreement with ALK, is strictly prohibited.
  11. Security: You agree to take reasonable and prudent steps to safeguard the security of the PC*MILER|Rail program materials and to notify ALK immediately if You become aware of the theft or unauthorized possession, use, transfer or sale of the PC*MILER|Rail program materials licensed to You by ALK.
  12. Acceptance: You are deemed to have accepted the PC*MILER|Rail program materials upon receipt.
  13. Warranties: ALK represents and warrants that:
    a) For ninety (90) days from date of purchase, PC*MILER|Rail, when delivered and properly installed, will function substantially according to its specifications on a computer purchased independently by You.
    b) For ninety (90) days from date of purchase, the software media on which ALK provides PC*MILER|Rail to You will function substantially free of errors and defects. ALK will replace defective media during the warranty period at no charge to You unless the defect is the result of accident, abuse, or misapplication of the product.
    c) THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. THE PC*MILER|RAIL PROGRAM, DATA AND DOCUMENTATION IS SOLD "AS IS". IN NO EVENT SHALL ALK OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES SUCH AS, BUT NOT LIMITED TO, LOSS IN CONNECTION WITH OR ARISING OUT OF THE EXISTENCE OF THE FURNISHING, FUNCTIONING OR USE OF ANY ITEM OF SOFTWARE, DATA OR SERVICES PROVIDED FOR IN THIS AGREEMENT. IN NO EVENT SHALL DAMAGES TO WHICH ALK MAY BE SUBJECT UNDER THIS AGREEMENT EXCEED THE CONTRACT PRICE. THIS WARRANTY SHALL NOT ACCRUE TO THE BENEFIT OF THIRD PARTIES OR ASSIGNEES.
  14. Disclaimer: The data may contain inaccurate, incomplete or untimely information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results. PC*MILER|Rail's suggested routings and distances data are provided without a warranty of any kind. The user assumes full responsibility for any delay, expense, loss or damage that may occur as a result of their use.
    This data is provided to You "as is", and You agree to use it at your own risk. ALK and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.
  15. Termination: This Agreement will terminate immediately upon any of the following events: a) If You seek an order for relief under the bankruptcy laws of the United States or similar laws of any other jurisdiction, or a composition with or assignment for the benefit of creditors, or dissolution or liquidation, or if proceedings under any bankruptcy or insolvency law are commenced against You and are not discharged within thirty (30) calendar days.
    b) If You materially breach any terms, conditions, use limitations, payment obligations, or any other terms of this Agreement.
    c) Upon expiration of any written supplemental license agreement between You and ALK of which this license is a part.
  16. Obligations on Termination: Termination or expiration of this Agreement shall not be construed to release You from any obligations that existed prior to the date of such termination or expiration.
  17. Hold Harmless and Indemnity: To the maximum extent permitted by applicable law, You agree to hold harmless and indemnify ALK and its parent company, subsidiaries, affiliates, officers, agents, licensors, owners, co-branders, other partners, and employees from and against any third party claim (other than a third party claim for Intellectual Property Rights) arising from or in any way related to your use of PC*MILER|Rail, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorney’s fees, of every kind and nature. ALK shall use good faith efforts to provide You with written notice of such claim, suit or action.
  18. Limitations on Export: You hereby expressly agree not to export PC*MILER|Rail, in whole or in part, or any data derived therefrom, in violation of any export or other laws or regulations of the United States.
  19. Aggregated Data: ALK may, from time to time, share information about You with parent and sister or affiliated companies for business purposes and when necessary for it to perform work under this End User License Agreement. In addition, ALK may, and is hereby authorized to, use, share and provide certain aggregated, non-identifiable information derived from Your use of PC*MILER|Rail to third parties.
  20. Internet-Based Services Components: Certain features of PC*MILER|Rail require connection to the Internet directly or through a wireless connection in order to function. Such features may result in the transfer of certain data over such connection, which may or may not be encrypted. You are solely responsible for obtaining any necessary Internet, data or wireless subscription plans with the applicable service providers and You must comply with applicable third party terms of agreement when using PC*MILER|Rail. You further acknowledge that ALK is not responsible for the availability of the Internet or wireless connections or the security or integrity of data transmitted over such connections.
  21. Technical Support: For one (1) year from date of purchase, ALK will provide You technical support on the PC*MILER|Rail product(s) purchased to those that are current on their payment.
  22. Additional Use Terms, Conditions, Restrictions and Obligations: This agreement and your use of PC*MILER|Rail is expressly subject to the ALK Privacy Policy and the ALK End User License Agreement Terms and Conditions ("EULA") set forth below. YOU ACKNOWLEDGE AND AGREE THAT YOU MAY NOT USE PC*MILER|RAIL IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE ALK EULA AND YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THE TERMS AND CONDITIONS OF THE ALK EULA BY INSTALLING OR ACTUALLY USING PC*MILER|RAIL.
  23. Copyright: United States copyright law and international treaty provisions protect PC*MILER|Rail and the data transmitted by PC*MILER|Rail. You agree that no title to the intellectual property in PC*MILER|Rail or the data is transferred to You. You further acknowledge that title and ownership rights will remain the exclusive property of ALK or its licensors, and You will not acquire any rights to PC*MILER|Rail or the data except as expressly set out in this license. You agree that any copies of PC*MILER|Rail will contain the same proprietary notices that appear on and in PC*MILER|Rail. The Copyright to PC*MILER|Rail is held by ALK Technologies, Inc., 1 Independence Way, Princeton, NJ 08540 USA. Full contact details are available at www.alk.com.
  24. Miscellaneous: This agreement shall be construed and applied in accordance with the laws of the State of New Jersey. The Courts of the State of New Jersey shall be the exclusive forum for all actions or interpretation pertaining to this agreement. Any amendments or addenda to this agreement shall be in writing executed by all parties hereto. This is the entire agreement between the parties and supersedes any prior or contemporaneous agreements or understandings. Should any provision of this agreement be found to be illegal or unenforceable, then only so much of this agreement as shall be illegal or unenforceable shall be stricken and the balance of this agreement shall remain in full force and effect.
  25. Changes to Terms: ALK may revise or modify these terms, or any additional terms that apply, from time to time without notice to you, for example, reflect changes to the law or changes to PC*MILER|Rail. The revised or modified terms will be effective immediately. Your continued use of PC*MILER|Rail are subject to the most current effective version of these terms. If You do not agree to the revised or modified terms, You should discontinue your use of PC*MILER|Rail.

    These terms control the relationship between ALK and You. They do not create any third party beneficiary rights. If You do not comply with these terms, and ALK does not take action right away, this doesn't mean that ALK is giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms.
  26. Date: This EULA was last updated on November 1, 2017. Visit www.pcmiler.com/eula for updated terms.

General Content Terms and Conditions

The following terms shall apply to the use of map data for the countries specified below to the extent that your product and/or services uses map data for each respective country:

FOR ALK DATA

This End User License Agreement applies to ALK Data included in PC*MILER|Rail if any, as well as to ALK data You obtain separately that is formatted for use with your Software.

The data ("Data") is provided for your personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by You, on the one hand, and ALK Technologies, Inc. ("ALK") and its licensors (including their licensors and suppliers) on the other hand.

© 2017 ALK. All rights reserved.

Personal Use Only: "You" means you as an End-user or as a "Company" on behalf of its End-Users which are subject to either a Non-Disclosure Agreement as employees or a License Agreement that contains the same restrictions as herein as a Value Added Reseller. Also as used in this EULA "personal use" can also be understood in more general terms as for a Company's use. You agree to use this Data together with PC*MILER|Rail for the solely personal, non-commercial purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Data only as necessary for your personal use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to otherwise reproduce copy, modify, decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.

Restrictions: Except where you have been specifically licensed to do so by ALK in the case of an integrated solution bundled or intended for use with specific smartphones, similar mobile communication device(s) or personal navigation device(s), and without limiting the preceding paragraph, you may not use this Data (a) with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, smartphones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs. You may not use PC*MILER|Rail or its reports, maps, data or any of its components to create a competitive product, solution or visualization platform.

Warning: The Data may contain inaccurate, untimely or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results. The Highway Data is based on official highway maps, the Code of Federal Regulations, and information provided by state governments and other licensors. It is provided without a warranty of any kind. The user assumes full responsibility for any delay, expense, loss or damage that may occur as a result of use of the Data.

No Warranty: This Data is provided to you "as is", and you agree to use it at your own risk. ALK and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.

Disclaimer of Warranty: ALK AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.

Disclaimer of Liability: ALK AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF ALK OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.

Export Control: You agree not to export from anywhere any part of the Data provided to you or any direct product thereof except in compliance with and with all licenses and approvals required under, applicable export laws, rules and regulations.

Entire Agreement: These terms and conditions constitute the entire agreement between ALK (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.

Governing Law: The above terms and conditions shall be governed by the laws of the State of New Jersey. The courts of the State of New Jersey shall have exclusive jurisdiction to settle any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder. You agree to submit to such jurisdiction.