This API and Data License Agreement ("Agreement”) applies to your access to, and use of, the content, documentation, code, data and related materials made available by Travel Guide with Offline Maps BV (“Triposo”) to you (collectively, the “Content”), including through the use of the Triposo application programming interface (the “API”, together with Content, “Triposo Materials”). By using any Triposo Materials you agree to this Agreement.
1. WHO CAN USE TRIPOSO MATERIALS - When you use the Triposo Materials, you agree to form a binding contract with Triposo, and follow this Agreement, the Triposo Platform Policy and all applicable laws. If you’re using the Triposo Materials on behalf of a company, organization, or other entity, then you and that entity (collectively “Licensee”), represent and warrant that you’re authorized to grant all permissions and licenses provided in these terms and bind the entity to these terms, and that you agree to these terms on the entity’s behalf. Some of the Triposo Materials may be code that you incorporate into Licensee’s applications, products and services (“Licensee Service”) that enable functionality. You agree that we may automatically update those Triposo Materials, and this Agreement will apply to such updates.
2. GRANT OF LICENSE - Subject to Licensee’s full compliance with all of the terms and conditions of this Agreement and the Platform Policy, Triposo grants Licensee a non-exclusive, revocable, nonsublicensable, nontransferable license to download and use the Triposo Materials to (i) develop, implement and integrate with the Licensee Service and (ii) use, reproduce, display and perform the Triposo Materials as part of the Licensee Service. Licensee may not install or use the Triposo Materials for any other purpose without Triposo's prior written consent. Licensee shall not use the Triposo Materials in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking/surveillance/interception/descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, gambling, weapons and accessories, automatic or autonomous control of vehicles, aircraft or other mechanical devices, dispatch or fleet management, or emergency or life-saving purposes.
3. PROPRIETARY RIGHTS - As between Triposo and Licensee, the Triposo Materials, including any and all Content made available, collected and/or derived through the API (including, without limitation, user data received from the API), and all intellectual property rights in and to all of the foregoing, are and shall at all times remain the sole and exclusive property as appropriate, of Triposo or the relevant authors of the content as specified by the API, and are protected by applicable intellectual property laws and treaties.
4. OTHER RESTRICTIONS - Except as expressly and unambiguously authorized under this Agreement, Licensee may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the Triposo Materials; (ii) otherwise use the Triposo Materials on behalf of any third party. Triposo also expressly reserves the right to limit the number and/or frequency of API requests in its sole discretion.
5. MODIFICATIONS TO THIS AGREEMENT. Triposo reserves the right, in its sole discretion to modify this Agreement and/or the Triposo Platform Policy at any time. You shall be responsible for reviewing and becoming familiar with any such modification through your API console. Such modifications are effective upon first access of the API console and use of the Triposo Materials by Licensee following any such notification constitutes Licensee's acceptance of the terms and conditions of this Agreement as modified.
6. WARRANTY DISCLAIMER - THE TRIPOSO MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, TRIPOSO AND ITS VENDORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE TRIPOSO MATERIALS, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, TRIPOSO DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE TRIPOSO MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE.
7. SUPPORT AND UPGRADES - This Agreement does not entitle Licensee to any support for the Triposo Materials, unless Licensee makes separate arrangements with Triposo and pays all fees associated with such support. Any such support provided by Triposo shall be subject to the terms of this Agreement as modified by the associated support agreement.
8. LIABILITY LIMITATION - REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE IN NO EVENT WILL TRIPOSO OR ITS VENDORS, BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE TRIPOSO MATERIALS OR (B) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIVE HUNDRED DOLLARS ($500.00), EVEN IF TRIPOSO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, TRIPOSO DISCLAIMS ALL LIABILITY OF ANY KIND OF TRIPOSO'S VENDORS.
9. INDEMNITY - Licensee agrees that Triposo shall have no liability whatsoever for any use Licensee makes of the Triposo Materials. Licensee shall indemnify and hold harmless Triposo from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from Licensee's use of the Triposo Materials.
10. TERM AND TERMINATION - This Agreement shall continue until terminated as set forth in this Section. Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Licensee violates any provision of this Agreement. Any termination of this Agreement shall also terminate the license granted hereunder. Upon termination of this Agreement for any reason, Licensee shall cease using, destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Triposo Materials (including user data if any), and shall so certify to Triposo that such actions have occurred. Triposo shall have the right to inspect and audit Licensee's facilities to confirm the foregoing. Sections 8 through 13 and all accrued rights to payment shall survive termination of this Agreement. All matters pertaining to payments will be resolved according to the “API pricing” section in the Triposo Platform Policy
11. MISCELLANEOUS - Unless the parties have entered into a written amendment to this agreement that is signed by both parties regarding the Triposo Materials, this Agreement and the Triposo Platform Policy constitute the entire agreement between Licensee and Triposo pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter. This Agreement, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under Dutch law as such law applies to agreements between The Netherlands residents entered into and to be performed within The Netherlands by two residents thereof and without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods. Except to the extent otherwise determined by Triposo, any action or proceeding arising from or relating to this Agreement must be brought in a court in The Netherlands, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys' fees. This Agreement may be amended only by a writing executed by Triposo. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Triposo to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Triposo's rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving Licensee) without Triposo's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Triposo expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.