Terms of Service ("Terms")
Last updated: June 01, 2015
Please read these Terms of Service (“Terms”, “Terms of Service”) carefully before using the http://www.eegeo.com website and the Recce mobile application (the “Service”) operated by EEGEO LIMITED (“us”, “we”, or “our”).
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.
By posting Content to the Service, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights.
You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of EEGEO LIMITED and its licensors. The Service is protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of EEGEO LIMITED .
When you upload content, you give to EEGEO LIMITED a worldwide, non-exclusive, royalty-free, transferable licence (with right to sub-licence) to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Service and otherwise in connection with the provision of the Service and EEGEO LIMITED business.
Links To Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by EEGEO LIMITED .
EEGEO LIMITED has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that EEGEO LIMITED shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You agree to defend, indemnify and hold harmless EEGEO LIMITED and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.
Limitation Of Liability
In no event shall EEGEO LIMITED , nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
EEGEO LIMITED its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
Without limiting the generality of the foregoing and notwithstanding any other provision of these terms, under no circumstances will EEGEO LIMITED ever be liable to you or any other person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage arising from, connected with, or relating to your use of the Service, these Terms, the subject matter of these Terms, the termination of these Terms or otherwise, including but not limited to personal injury, loss of data, business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise, or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and fundamental breach) by EEGEO LIMITED or any person for whom EEGEO LIMITED is responsible, and even if EEGEO LIMITED has been advised of the possibility of such loss or damage being incurred.
These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the service.
Interior Mapping License Terms Of Service
Subject to the terms and conditions of this agreement, eeGeo shall, during the Order Term, provide the Services to the Client in accordance with the Order Form
eeGeo will, if applicable, create, update and maintain the interior map of the Building(s) in accordance with the Order Form
The Licensee may, whether for themselves or on behalf of a Licensee Client purchase enhanced support services separately at eeGeo’s then current rates by means of a SOW.
eeGeo may, from time to time during the Order Term:
make new features, functionality, applications or tools available in respect of the Services;
modify the Software by issuing updates or new releases;
provided that such change does not adversely affect the then existing functionality of the Services.
License And Use Restrictions
Subject to the Client complying with the terms and conditions of this agreement, eeGeo hereby grants to the Client a non-exclusive, non-transferable right to use the Software solely for the Client’s internal business operations.
Licensee hereby grants to eeGeo:
a non-exclusive, perpetual, irrevocable, worldwide license (with full rights of sub-license) to use the Client Data solely for the purposes of performing the Services; and
unless the Client opts-out a non-exclusive, perpetual, worldwide, royalty-free license with full rights of sub-license, to use, store, modify, copy, distribute and publicly display the Client Data (including, but not limited to, interior 3D maps) for any purpose whatsoever (including, but not limited to, commercial purposes and including the Client Data on the publicly accessible eeGeo platform).
The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
in a manner that is otherwise illegal or causes damage or injury to any person or property,
and eeGeo reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to all or part of the Services if eeGeo reasonably believes there has been (or might be) a breach of the provisions of this clause.
Except to the extent expressly permitted under this agreement, the Client undertakes that it shall not:
create and/or distribute any product or service which compete with the Software or Services;
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software and/or the Services available to any third party, unless otherwise agreed in writing; or
attempt to obtain, or assist third parties in obtaining, unauthorised access to the Software and /or the Services.
The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and/or the Services and, in the event of any such unauthorised access or use, promptly notify eeGeo.
The rights provided under this clause 4 are granted to the Client only and, in the absence of express written consent, shall not be considered granted to any subsidiary or holding company of the Client.
eeGeo undertakes that the Services will be performed substantially in accordance with the Order Form and with reasonable care and skill.
The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by inaccurate Client Data, the use of the Services contrary to eeGeo’s instructions, or modification or alteration of the Services by any party other than eeGeo or eeGeo’s authorised contractors or agents. If the Services do not conform to the foregoing undertaking, eeGeo will, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of achieving the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1. Notwithstanding the foregoing, eeGeo:
does not warrant that the Client’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client’s requirements;
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communication facilities.
This agreement shall not prevent eeGeo from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
The Client shall:
provide eeGeo with all necessary co-operation, information, access to the Building(s) and access to such information in order to provide the Services;
comply with all applicable laws and regulations with respect to its activities under this agreement;
obtain and maintain all necessary licenses, consents, and permissions necessary for eeGeo to perform its obligations under this agreement, including the Services; and
ensure that its network and systems comply with the relevant specifications provided by eeGeo from time to time.
The Client represents and warrants that, where applicable, it has the Building owner’s consent to map the interior of the Building(s) and to enter into this agreement.
Intellectual Property Rights
The Client acknowledges and agrees that eeGeo and/or its licensors own all intellectual property rights in and arising out of the Services and the Software. Except as expressly stated herein, this agreement does not grant the Client any rights to, or in, patents, copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Services, the Software or the Documentation.
[If the Client opts to keep the interior map of the Building(s) confidential, eeGeo shall use reasonable endeavours to ensure that only authorised users are granted access in accordance with the means specified in the Order Form. Otherwise eeGeo shall publish the internal maps of the Building(s) on the eeGeo Platform.]
The Client warrants that:
in respect of Client Data of which it is the direct source, it owns all right, title and interest in and to such Client Data and that such data is complete and accurate; or
in respect of Client Data of which a third party is the direct source, it has the right to provide such Client Data to eeGeo for the purposes envisaged under this agreement.
The Client acknowledges that it and/or the third party data source, not eeGeo, shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Client Data.
eeGeo only accesses and processes Client Data for the purpose of performing the Services. eeGeo shall not be responsible for any loss, destruction, alteration or disclosure of the Client Data caused by a third party.
The Client shall indemnify eeGeo against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use or misuse of the Services and/or the Software, provided that:
the Client is given prompt notice of any such claim;
eeGeo provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client’s expense; and
the Client is given sole authority to defend or settle the claim.
Limitation Of Liability
Except as expressly and specifically provided in this agreement:
eeGeo shall have no liability for any damage caused by errors or omissions in any information provided to eeGeo by the Client in connection with the Services, including the Client Data, or any actions taken by eeGeo at the Client’s instruction;
all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this agreement; and
the Services and Software are provided to the Client on an “as is” basis.
Nothing in this agreement excludes the liability of eeGeo for death or personal injury caused by eeGeo’s negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded under English law.
Subject to clause 12.2, eeGeo shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:
loss of profits; or
loss of business; or
depletion of goodwill or similar losses; or
loss or corruption of data or information; or
any pure economic loss; or
any special, indirect or consequential costs, damages, charges or expenses.
Subject to clause 12.2, eeGeo’s total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to the amount actually paid by the Client to eeGeo under this agreement in the 12 months preceding the date on which the claim arose.
Term And Termination
This IMA shall commence on the Order Date.
The term of the IMA shall be one (1) year from the Order Date, or as such other period of time as may be stipulated in the Order Form (the “Order Term”) after which this IMA shall be renewed automatically for further periods of twelve (12) months unless and until terminated by either Party on no less than thirty (30) days written notice prior to the end of the Order Term or any subsequent twelve (12) month period.
eeGeo may terminate this agreement at the end of the then-current payment period by giving written notice to the Client.
Either party may terminate this agreement with immediate effect by giving written notice to the other party if:
the other party fails to pay any amount due under this agreement on the due date for payment; or
the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
the other party is admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
Effects Of Termination
Upon termination or expiry of this IMA for any reason:
all licenses granted under this agreement shall immediately terminate, except the license granted under clause 4.2;
each party shall destroy or return to the other party (as directed by the other party):
any materials, documentation and other items (and all copies of them) belonging to the other party
all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information, except eeGeo shall be entitled to retain and use the Client Data in accordance with clause 4.2,
including the erasure of the same from that party’s computer, communications systems and devices, including such systems and data storage services provided by third parties (to the extent technically and legally practicable);
If you have any questions about these Terms, please contact us.