THE TERMS AND CONDITIONS SET FORTH BELOW GOVERN YOUR USE OF THE SOFTWARE. BY ELECTRONICALLY ACCEPTING SUCH TERMS AND CONDITIONS BY PRESSING THE “I ACCEPT” BUTTON OR TAKING ANOTHER SIMILAR ACTION, YOU AGREE TO ENTER INTO AN AGREEMENT (“AGREEMENT”) WITH US UNDER THE TERMS AND CONDITIONS SET FORTH BELOW.

This License Agreement (“License” or “License Agreement” or “Agreement”) is a legal agreement between Florida International University Board of Trustees (“FIU”) and you a state or local government transportation agency or metropolitan planning organization, hereinafter referred to as Government Agency (or “GA”) and applies to GA’s use of FIU software, which may be referred to as Safe and Accessible Pedestrian Facilities Inventory Model or SAPFIM, and all related documentation that may accompany the software (all together referred to as “Software”).

1. Grant of License. So long as GA is in compliance with this License Agreement, FIU grants a non-exclusive license to GA without sublicensing rights to use and modify the Software for its own transportation and/or planning operations and subject to the restrictions set forth below. No rights to the use of any FIU, or its licensors’, names, logos or trademarks are conveyed by this License. This License Agreement is not for the sale of Software or any other intellectual property. All right, title and interest, and all intellectual property rights in and to the Software is owned by FIU or its licensors. Except as expressly stated herein, no other rights are granted to GA by implication, estoppel, or otherwise, under any patent, copyright, trade secret, trademark, or other intellectual property right.

2. Restrictions on Use. GA may not further distribute, sublicense, rent, loan, sell or lease the Software to a third party.

3. Copyright. The Software is owned by FIU and/or its licensor(s) and protected by copyright laws and international treaties. GA may not copy the Software except for maintaining up to two back-up copies for its own internal purposes.

4. Attribution. GA must retain and will not remove any copyright notices found in the Software.

5. Term. This License is effective until terminated. GA may terminate this License at any time by deleting or otherwise destroying the Software together with all copies in any form. This License will also automatically terminate if GA fails to comply with any term or condition of this License. FIU may terminate this License by providing written notice to GA of such intent at least ninety (90) days prior to the effective date of such termination. Upon termination, for any reason, GA agrees to destroy the Software together with all copies in any form.

6. Compliance with Laws and Terms. GA agrees to comply with all applicable laws in connection with the use of the Software.

7. GA Representations and Warranties. GA represents and warrant that it possess the legal right and ability to agree to this License.

8. DISCLAIMER OF WARRANTY. The Software is provided to GA “AS IS” and “AS AVAILABLE”. FIU and its licensors if any do not warrant that the functions contained in the Software will meet GA’s requirements or that the operation of the Software will be uninterrupted or error free. GA assumes all responsibility for operation of the Software, and for the installation, use, and results obtained from the Software. Subject to any applicable legislation which prohibits the following exclusions, FIU AND ITS LICENSORS MAKE NO WARRANTIES OF ANY KIND RELATED TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. Some states and countries do not allow the exclusion of implied warranties, or have legislation that imposes certain statutory warranties that cannot be excluded, so the above exclusion may not apply.

9. LIMITATION OF LIABILITY. GA’s use of the Software is entirely at its own risk. Under no circumstance will FIU, its agents, licensors or suppliers or the State of Florida be liable to GA on account of GA’s use or misuse of, or reliance on, the Software. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL FIU, ITS LICENSORS OR SUPLIERS BE LIABLE TO GA ON ANY LEGAL THEORY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE FOR ANY ACTUAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states and countries do not allow the limitation or exclusion of liability for incidental or consequential damages, or have legislation that restricts the limitation or exclusion of liability, so the above limitation may not apply to GA.

10. Governing Law. This License is governed by the laws of the State of Florida. The parties consent to the sole and exclusive jurisdiction of the courts of the State of Florida in connection with any dispute arising out of this Agreement and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Miami-Dade County, State of Florida.

11. Export Law Assurances. GA may not use or otherwise export or re-export the Software except as authorized by United States law and laws of the jurisdiction in which the Software was obtained.

12. Assignment. GA may not assign, transfer or delegate any of its rights or obligations hereunder without the prior written consent of FIU.

13. Miscellaneous. Each provision of this License Agreement is severable. If a provision is found to be unenforceable, this finding does not affect the enforceability of the remaining provisions, terms, or conditions of this License Agreement. This License Agreement is binding on successors of GA. FIU will not be responsible for any non-performance or delay. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. GA acknowledges that it has read this License Agreement, that it understands it, and agrees to be bound by its terms, and that the foregoing is the complete and exclusive statement of the License Agreement between the parties.