Full Version including Disclaimers
TerrainWorks (NetMap) Software and Database Access License Agreement
1.0 Definitions
“Licensor” refers to TerrainWorks Inc. (TW) or its designed agents.
“Licensee” refers to anyone holding a current TW Software and Data Access License.
“License” refers to the Access of NetMap Tools Software and Datasets (Virtual Watersheds) as described herein.
"Builder" refers to clients who contract with TerrainWorks to build new NetMap watershed datasets in new geographic areas or in areas of existing NetMap coverage, but with the use of newer, higher resolution DEMs.
"NetMap as a Service" refers to TerrainWorks conducting an analysis using existing (or new) NetMap virtual watersheds for clients.
"Users" refers to clients that access existing NetMap watershed datasets and NetMap tools; NetMap tools are accessed by annual subscription.
"Software", “Analysis Tools”, “NetMap”, “NetMapTools” “ TerrainWorks Tools” and “Tools”. These terms refer to all or any portion of TW’s proprietary (and open source) software programs accessed or downloaded from TW, TW’s website or accessed through a TW sanctioned entity. Software and Data are available by annual license.
“Datasets”, “Databases”, “Watershed Databases”, “Digital Landscapes” and “Virtual Watersheds”. These terms refer to the digital terrain model or virtual watershed with parameters that work with NetMap tools and within ESRI ArcMap (as Add-ins), in ArcPro (available 2024/25), and in other formats as implemented or sanctioned by TW. Agreements specify the number and geographic location of Databases that are accessed by individual Licenses.
“Error” or “bug” refers to any failure of the Software to work as designed by TW.
“Maintenance” refers to TW’s service of providing program fixes for tools, data repairs, tool updates and new tools. Tool updates also refer to matching ESRI ArcMap/ArcPro version updates at a schedule determined by TW (generally, but not necessarily following within 6 to 9 months of ESRI ArcMap version update releases).
“Releases” refers to new versions of the Software that may include bug fixes, modifications, updates, new data and tools.
2.0 Full NetMap Tools and Virtual Watershed Access, Updates and Maintenance.
2.1 Access options/ 2.2 NetMap General Terms of License.
(1) For "Builders" (of new NetMap virtual watershed datasets) and "NetMap as a Service" clients, access to Full NetMap Tools with one year support and maintenance, Tools never expire; post one year, maintenance agreements to access continuing Tool updates, tool fixes, new tools, and support are optional. Data and analyses created by Licensee in any form (shapefiles, JPEGs, spreadsheets etc.) can be freely disseminated among any and all parties. NetMap datasets do not expire and can be used in perpetuity. Transfer of NetMap analysis tools (add-ins in ArcMap) and full and complete NetMap datasets to other, licensed or non-licensed individuals is not allowed without written permission of Licensor.
(2) For other "Users" of existing NetMap virtual watersheds, access to Full NetMap Tools annually by subscription. Only applies to existing coverage. Data and analyses created by Licensee in any form (shapefiles, JPEGs, spreadsheets etc.) can be freely disseminated among any and all parties. NetMap datasets do not expire and can be used in perpetuity. Transfer of NetMap analysis tools (add-ins in ArcMap) and full and complete NetMap datasets to other, licensed or non-licensed individuals is not allowed without written permission of Licensor. All digital products developed by NetMap software are freely distributable to anyone.
2.3 Licese (subscription) Terms
"Builder/NetMap as a Service" License: The version of NetMap Tools supplied at the time of new dataset delivery will be the most up to date and current version. Bug fixes, tool updates and new tools are available for one year following dataset delivery. Tools do not expire. However, continuing access to bug fixes, tool updates and new tools (following the first year) requires an annual subscription. NetMap datasets do not expire and can be held and used by the Licensee in perpetuity.
Other User License: The term of the Software License will begin on receipt of order and payment and will continue for twelve (12) to thirteen (13) consecutive months for the fee noted at the time of purchase. Bug fixes and tool updates are available for one year. License expires after 12 to 13 months unless license is renewed. License expiration means that NetMap tools no longer function in the ArcMap environment. NetMap datasets do not expire and can be held and used by the Licensee in perpetuity.
2.4 The extent of this Software and Database License is only those that are expressly contained within this License Agreement.
2.5 During the term of the License, TW will provide access to all Software and to specified Datasets (as per the two different software licenses above). The License term is generally in one year increments. Annual Licenses are renewable (see 6.0).
2.6 Accessing Software and Database is conducted through TW’s website or other TW sanctioned instrument. If a problem (bug) is encountered within NetMap tools, a Licensee determines whether updated tools are available (new relative to the version number the Licensee has in possession). If new versions of tools are available, the user checks if the errors have been corrected. If new versions of tools are not available, or if they do not address the error, then an email message is sent to TW Support for error resolution. There is no specified scheduling of new tools; development of new tools, and repairs to existing tools, are determined solely by TW.
3.0 Limitations on Extent of Software and Database Access and Maintenance
3.1 TW will provide access to specific Datasets and NetMap tools depending on number of users (including computers or desks) and number of datasets. The cost per "User" License is dependent on number of users and number of datasets.
3.2 TW will endeavor to make Error repairs to Software on a timely basis and to provide Tool updates to all Licensees as they become available (but pursuant to "Builder", "NetMap as a Service" and "User" License definitions above). TW has no obligation to fix Errors in either the Software within a specified time period because of the nature of its Software operating within a multi-agency and multi-vendor environment.
3.3 TW is not obligated to repair problems with specific datasets. TW can repair datasets but to the discretion of TW.
3.4 Customer rights are indicated under this Licensing Agreement. TW has sole and exclusive rights, title and interest, and other rights as indicated herein.
3.5 A Software License expressly does not cover (1) repairs, service or replacement related to any third party software, whether or not such software interacts with TW’s Software and Databases, (2) modifications to hardware or changes to existing hardware configurations and (3) NetMap datasets.
4.0 Software Releases
4.1 TW may provide periodic Repair Releases of Software that contain Error repairs. Repair Releases will be denoted by a change in the digits to the right of the second decimal point, such as for example, 3.0.0 to 3.0.1.
4.2 Minor Updates. TW may provide periodic Minor Updates of Software that may contain tool updates and new tools. Minor Maintenance Release may also include Error repairs. Such Releases will be denoted by a change in the digits to the right of the first decimal point, such as for example, 3.0 to 3.1.
4.3 Major Updates. TW may provide periodic Major Releases of Software that are necessary for Software structural changes to match host commercial software, such as ESRI ArcMap version updates or other software and programming language updates. Major updates may also contain Error repairs, tool updates and new tools. Such Releases will be denoted by a change in the digits to the left of the first decimal point, such as for example, 3.0 to 4.0.
5.0 Database Updates
5.1 TW may provide periodic updates of Databases that contain Error repairs. Database updates will be denoted by a change in the digits to the right of the first decimal point, such as for example, 2.0 to 2.1.
5.2 TW may provide periodic updates of Databases that may contain new data, such as updated digital elevation models or other digital data. Such Releases will be denoted by a change in the digits to the left of the first decimal point, such as for example, 2.0 to 3.0.
6.0 Terms and Fee
6.1 Terms, see 2.3.
6.2 TerrainWorks (NetMap) Software (NetMap tools and all associated computer programs) are generally obtained on an annual basis; shorter or longer terms may be negotiated between the Licensee and TW.
6.3 Fee. License cost (annual) is based on number of users and number of datasets; costs are adjustable depending on database geographic extent, number of users and organization type (e.g., agency, NGO, University, Private). License cost can change anytime without notice. Contact us for fee structure (dependent on type of license [Builder, NetMap as a Service, User] and the number of users and size of geographic area.
6.4 Obligations. If TW fails to fulfill its obligations under this Agreement, Licensee's sole and exclusive remedy is the right to terminate this Agreement immediately for the affected Software and Databases.
7.0 Termination
7.1 The Software and Data Access with License Agreement may be terminated at any time by the Licensee or Licensor. Refunds of annual License fees are at the discretion of TW.
7.2 TW is not liable to Licensee for any costs of procurement of substitute products or services, lost sales or business expenditures, lower or lost profits, investments and any other commitments related to any business service, loss of any goodwill or for any incidental or consequential damages arising out of or related to this License Agreement or arising out of the use of TW’s Databases or Analysis Tools.
8.0 Warranty Disclaimer, Limitation of Liability and Transfer
8.1 Data and analyses created by Licensee in any form (shapefiles, JPEGs, spreadsheets etc.) can be freely disseminated among all parties (Licensed or non Licensed). However, transfer of NetMap Tools and Datasets. TerrainWorks (NetMap) analysis tools (add-ins in ArcMap) and or the full and complete NetMap datasets to other, licensed or non-licensed individuals is not allowed without written permission of Licensor.
8.2 Copying Software. Other than as provided expressly herein, you may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized use of the Software. You must reproduce all copyright notices in the original Software on all copies or adaptations thereof.
8.3 NetMap Software is Copyright 2007 (registered). The programs and source code are protected by copyright laws and international treaty provisions. By this License, Licensor grants you a non-exclusive right and license to use the executable version of the Software, where “use” in this Agreement means storing, loading, installing or executing the Software. All right, title and interest in and to the Software is retained by Licensor. Re-sale, re-licensing, or other distribution of the Software, either as it exists on a distribution disc or on a computer, or any modification of the Software is prohibited. Any assignment, lease, loan, rental, or transfer the Software to a third party without written permission of the Licensor also is prohibited.
8.4 The Software is provided “as is”, without warranty of any kind, expressed or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement, which warranties are hereby expressly disclaimed. In no event shall the Licensor, its officers, directors, employees and third-party suppliers, the authors, copyright holders, creators, distributors or disseminators be liable for any demand, claim, cause of action or suit for damages or other liability, including but not limited to for or in connection with consequential damages, business interruption, loss of profits, loss of business information, personal injury, wrongful death, property damage, etc., whether in an action in contract, tort, product liability or otherwise, arising from, out of or in connection with the NetMap tool software and or NetMap datasets, use or operation or results thereof or otherwise related to the Software, even if Licensor has been made aware of the possibility of such damages. The user and any and all third parties, for themselves and their assigns, executors and heirs, in exchange for access to, use and or results of the Software, hereby waive and release any and all demands, claims, causes of action and suits of any kind, including but not limited to consequential damages, in connection with or related to the Software, its download, use, operation and or results, and agree to hold harmless and to indemnify the Licensor, authors, creators, developers, suppliers, distributors and disseminators of the Software and or results thereof of and from any and all suits, causes of action, claims and demands of any kind in connection with or related to the Software or the results thereof, including but not limited to for or in connection with consequential damages. In any event, the liability of Licensor, authors, creators, developers, suppliers, distributors and disseminators of the Software and or results thereof for damages shall not exceed the license fee, if any, paid by you directly to Licensor for use of the Software or its results. Your exclusive remedy shall be, at Licensor’s option, the repair or replacement of the Software or refund of part or all of the license fee, if any, paid by you for the Software.
Any similarity between the Software and any other software is purely unintentional and coincidental.
8.5 Licensor shall not be responsible for and does not guarantee the performance, accuracy or compatibility of the software of any and all data. Licensor is not responsible for any damage to user’s computer or hard disk that results from downloading, use or operation of the Software.
8.6 Licensor assumes no responsibility or liability for the accuracy of any and all data and any information, misinformation, or use of information with regards to the Software or the GIS layers contained within the NetMap datasets thereof.
8.7 This is a legal and binding agreement between you (the Licensee) and Licensor regarding the Software. Please read it carefully. By use of the Software or the results thereof, you agree to be bound by all the terms and conditions of this License. If you do not agree to be bound by all the terms and conditions of this License, you are not authorized to access or to use NetMap software or the results thereof, and must return the Software to Licensor.
8.8 You may not reverse engineer, reverse compile, decrypt or disassemble the Software. You may not remove, alter or destroy any copyright, proprietary or confidential notices placed on the Software or the documentation associated therewith. By this License, you are obtaining no rights to the Software except those expressly granted this License: Except to the extent expressly licensed herein, all rights are reserved to Licensor and its suppliers. By downloading, using or otherwise benefiting from the Software, you agree to all the terms and conditions of this License. Licensor may terminate this license immediately for any failure to comply with any of the terms set forth in this License. Upon termination, you must immediately destroy the Software, together with all copies, adaptations and merged portions thereof in any form. Obligations to pay accrued charges or fees shall survive the termination of this Agreement.
8.9 Applying shallow landslide, gully, surface erosion and debris flow models and predictions requires careful consideration of other factors including the applicability of any models to diverse landscapes (e.g., is model appropriate), other important factors such as climate, vegetation characteristics, soils, land-use activities, wildfire history, and landslide history (at any particular site and in the larger landscape). Model users should have expertise in geotechnical disciplines in order to appropriately interpret landslide and debris flow hazards. Using models to predict erosion is never a substitute for field work and analysis. Models only provide an approximation of on the ground conditions. It is recommended to use both modeling, to provide a coarse level screening of erosion potential, followed up by field verification of model parameters (such as slope) and actual erosion conditions. The boundaries between erosion potential map elements predicted by NetMap/TerrainWorks software (e.g., Virtual Watershed and analysis tools) are approximate. Actual boundaries between mapping elements in any specific location need to be determined in the field, on site. In addition, not all small-scale landslide-prone features will be mapped and other features may be encountered during field inspections. Moreover, the sediment delivery potential (to streams and to other identified locations) of predicted erosion features, as well as any other erosion-prone landforms, should be verified in the field, on site. The erosion predictions in the TerrainWorks/NetMap software are based on scientific information. However, any erosion prediction will contain inaccuracies and limitations because of 1) the relatively short and unique history of storms that triggered erosion and that are used to create the science (e.g., longer and different time periods and larger storms may yield different scientific results, models and understanding) and 2) the incomplete scientific understanding of all erosion mechanisms. For these reasons, all erosion predictions made by the TerrainWorks/NetMap software will not completely identify all of the potentially erodable areas. Regardless of the types of predictions made by the TerrainWorks/NetMap software, and including any and all applications by anyone, no warranties, express or implied, are made and in fact are disclaimed.