Full Terms and Conditions of Use of the Multimap Open API

Last updated June 2008

By using the Multimap Open API (“the Open API”), You ("You") accept and agree to the Full Terms and Conditions of Use of the Multimap Open API, as well as any additional terms and conditions we may require from time to time.

1. DEFINITIONS

   "Agreement": these Full Terms and Conditions of Use of the Multimap Open API;

   “Guidelines”: the rules governing the implementation and use of the Open API, as amended from time to time;

   "Materials": any documentation or other materials provided by Multimap to You in connection with the provision of the Open API;

   "Microsoft Brand Features": the Microsoft logo, the Microsoft brand name, and any other images and/or text displayed within the Open API, or within the Microsoft Virtual Earth services from time to time;

   "Multimap": Multi Media Mapping Ltd., trading as Multimap, company number 3121505, whose registered address is Beaufort House, 10th Floor, 15 St. Botolph Street, London, EC3A 7EE, England, VAT registration number GB 671 8051 34, or any of its subsidiaries;

   "Multimap Brand Features": the Multimap logo, the Multimap brand name, and any other images and/or text displayed within the Open API, or at the Multimap website from time to time;

   "Open API": the Multimap Open API, which provides access via a single interface to a range of mapping and location services. Mapping, address search, routing, and Microsoft Virtual Earth aerial imagery and bird’s eye imagery are included in the Open API;

   “Road Traffic Data”: information on real-time road traffic flows

   “SDK”: means the software development toolkits applicable to the Open API, including all updated and replacement toolkits; and

   "Website": the website or mash-up or service that You own or operate, which is located at the URL You provide to Multimap, that makes use of the Open API.

   1. Clause headings are for ease of reference only and shall not affect the interpretation or construction of clauses.
   2. Words importing the singular shall include the plural and vice versa, words importing persons shall include bodies corporate, unincorporated associations and partnerships and vice versa, references to the whole shall include the part and vice versa.
2. GENERAL TERMS OF USE
   1. The Open API is made available to foster innovation and experimentation. This can include prototypes, mash-ups and other non-commercial web-based services. You agree that Your use of the Open API is on an “as is” and “as available” basis and that Your use of the Open API is at Your sole risk.
   2. Multimap reserves the right to modify the Open API from time to time, and without prior notice. We will make reasonable efforts to maintain backwards compatibility for versions of the API, but cannot guarantee this. We recommend that You read the release notes for all new versions, and upgrade as soon as is practical.
   3. Multimap further reserves the right to modify the Full Terms and Conditions of Use from time to time, and without prior notice. If we change the Terms, then we will provide notice on the Open API section of the Multimap website. If You do not agree to these changes, then You must stop using the service. If You do not stop using the service, then Your use of the service will continue under the changed Terms.
   4. You agree that Multimap has the right to monitor Your usage of the Open API, including traffic generated by You. This may include, for example, filtering to stop spam or increase security. These means may hinder or break Your use of the service.
   5. We reserve the right to include advertising in the content served through the service. You will not intentionally omit or obscure such advertising when displaying such content to end users.
   6. Multimap reserves the right, in its sole discretion, to determine whether Your use of the service is in accordance with the terms of this agreement.
3. RESTRICTIONS ON USE OF THE OPEN API
   1. You may not use the Open API for internal business applications, or for commercial services, and the service You create must be offered for free to users; You may not build paid-for services with the Open API.
   2. The Open API may not be used as part of a mobile or wireless service, or in any real-time tracking or guidance applications or routing services.
   3. You may access and use the Open API only as documented in the implementation guidelines, SDKs or other relevant Materials.
   4. You may not alter or remove any copyright notice, logos digital watermarks, advertisements, or proprietary legends contained in or on the maps or other components of the Open API.
   5. You agree that You will not remove or modify in any way any of the links to Multimap’s or its suppliers’ or partners’ copyright terms. You will ensure that links remain in clear view of any users of Your Website, and that the links will remain active on Your Website.
   6. You may not use or integrate any element of the Multimap Open API with another supplier’s mapping or location-related services.
   7. The Open API may not be used in conjunction with any materials, Websites or applications that:
      1. are obscene, indecent, pornographic, or harmful to or exploitative of minors; or are otherwise illegal, or that breach another individual’s right to privacy;
      2. incite, advocate, or express hatred, bigotry, racism, or gratuitous violence;
      3. are intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so;
      4. transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products, services or materials;
      5. email, transmit or upload viruses, worms, Trojan horses, or spam, or unsolicited messages or advertisements;
      6. upload files that contain software or other materials in breach of any intellectual property rights or in breach of confidence;
      7. impersonate anyone else or otherwise misrepresent Your identity or status;
      8. collect and process others’ personal data;
      9. violate local, state, federal or other applicable consumer privacy regulations;
      10. violate any applicable law or violate the rights of any third party (including, without limitation, rights of privacy or proprietary rights); or
      11. violate any applicable U.S. Export Administration Regulations or end-user, end-use and destination restrictions issued by U.S. and other governments. The Open API is subject to U.S. export jurisdiction.
   8. You may not use the Open API in ways that harm us or our affiliates or suppliers.
   9. You may not use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Open API.
   10. You may not damage, disable, overburden, or impair the Open API (or the network(s) connected to the API) or interfere with anyone’s use and enjoyment of the service.
   11. You may not sell, lease or sublicense access to the Open API.
   12. You may not attempt to make a local non-cache copy, or help a third party attempt to make a local non-cache copy, of any content provided through the Open API.
   13. You may not falsify or alter any unique referral identifier in, or assigned to, an application or Website, or otherwise obscure or alter the source of queries coming from an application or Website;
   14. You may not use any automated process or service to access and/or use the service (such as a BOT, a spider, periodic caching of information stored by Microsoft, or “meta-searching”).
   15. Restrictions on use of Bird’s eye aerial imagery: the following additional terms apply to Your use of Bird’s eye aerial imagery
       1. You may not reveal latitude, longitude, altitude or other metadata;
       2. You may not save, download, print, distribute, transmit or manipulate the Bird’s eye imagery or, through Your applications, offer others that ability.
       3. Bird’s eye imagery of the United States may not be used by a government entity without our separate written approval.
   16. Restrictions on use of Road Traffic Data: the following additional terms apply to Your use of Road Traffic Data:
       1. Road Traffic Data may not be licensed to or used by: standalone traffic application providers; radio/television stations, newspaper services, or any websites owned by them; or, any government-sponsored traveler information services.
       2. Road Traffic Data cannot be used: for television or radio broadcast; as part of or in conjunction with weather related services; for animation; or, for storing or provision of continuously updated traffic data or alerts to end users.
4. OWNERSHIP
   1. You acknowledge and agree that Multimap owns, or is the licensee of, all rights and interests in the Open API, all underlying data and Intellectual Property, and the Multimap Brand Features.
   2. Nothing in this Agreement shall confer on You any right of ownership in the Open API, or any underlying JavaScript, map data, other location data, or any other Intellectual Property. You shall not now or in the future contest the validity of the Multimap Brand Features.
   3. You undertake not to, and shall not permit any third party to, reverse engineer the Open API, any of the XML or other calls made by the Open API, or any software or services provided by Multimap. You agree not to, and shall not permit or encourage any third party to copy, cache or retain any maps, routes, images, or other data provided to You by Multimap as part of the Open API.
   4. You agree that You will not capture or retain any geocodes produced by the Open API in any way, including an address look-up. If You retain geocodes created by use of the Open API or other Multimap services for any other application outside the Open API, You agree to pay a fee for geocoding and geocodes. The fee charged will be based on the data used, the number of records geocoded and rates customarily charged by Multimap in similar situations.
   5. Without prejudice to any other rights or remedies that Multimap may have, You acknowledge and agree that if any of the Open API, the Materials, or Multimap's Confidential Information are used or disclosed (if applicable) other than in accordance with the terms of the Agreement, the award of damages may not be an adequate remedy and Multimap shall be entitled to seek injunctive or other equitable relief in respect of such breach.
5. YOUR RESPONSIBILITIES
   1. You warrant that You shall use the Open API in accordance with the terms of this Agreement, and will implement the Open API as instructed in the SDK, Guidelines, and other Materials
   2. You will defend and indemnify Multimap and its subsidiaries and partners against any expense, claim or cost suffered by Multimap, including legal fees, losses (actual and consequential), judgments, or damages, as a result of any breach by You of the warranties contained in Clause 5.1, or of any of the Terms and Conditions of Use of the Open API.
6. COMMERCIAL OR GOVERNMENT USE
   1. If You would like to develop or host a service or Website that is designed to access and use the Open API for commercial or government use, You must enter into a separate commercial agreement with Multimap. The only exception to our restriction on commercial or government use of the Open API is that You may trial the API for 90 days. During the trial period:
      1. All of the restrictions on non-commercial use in Clauses 3 and 4 above also apply, including the restrictions on use of Bird’s eye imagery and Road Traffic Data; and
      2. Your use of the Open API is restricted to evaluation, development and testing of Your service or Website.
7. LIMITATIONS OF LIABILITY
   1. Nothing in this Agreement shall exclude or limit liability for death or personal injury.
   2. You understand and agree that Multimap shall not be liable to You in contract, tort (including negligence) or otherwise for:
      1. any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings);
      2. any loss of goodwill or reputation; or
      3. any special, indirect or consequential losses.

      in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, or were suffered or incurred by that party arising out of or in connection with any matter under this Agreement.

   3. Multimap excludes all conditions, terms, representations (except fraudulent representations) and warranties relating to the Open API, whether imposed by statute or by operation of law or otherwise, that are not expressly stated in this Agreement including, without limitation, the implied warranties of satisfactory quality and fitness for a particular purpose.
   4. Each provision of this Clause 7 excluding or limiting liability shall be construed separately, applying and surviving even if for any reason one or other of these provisions is held inapplicable or unenforceable in any circumstances and shall remain in force notwithstanding the expiration or termination of this Agreement.
8. PRIVACY
   1. Usage of any personal information You provide is governed by Multimap’s Privacy Policy, which forms part of these Terms of Use. In the event that Multimap undergoes reorganization or is sold to a third party, You agree that any personal information Multimap holds about You may be transferred to that reorganized entity or third party. Microsoft’s Privacy Statement also applies to Your use of the Open API; it is available at http://privacy.microsoft.com
9. TERM AND TERMINATION
   1. The Agreement shall commence on the date upon which You receive Your Open API key, and shall continue until terminated by either party.
   2. Multimap reserves the right to terminate or discontinue this Agreement and Your use of the Open API at any time, without notice.
   3. Multimap may suspend the operation of the Open API for repair or maintenance work or in order to update or upgrade the contents or functionality of the Open API from time to time. Access to or use of the Open API or any pages linked to it will be not necessarily be uninterrupted or error free.
   4. Multimap shall be entitled to terminate this Agreement forthwith with immediate effect in the event that any act or omission by You, at Multimap's sole discretion, results in damage to Multimap or any of its Affiliates or brings Multimap or any of its Affiliates into disrepute, whether in relation to the Open API or otherwise.
   5. You may terminate this Agreement at any time by ceasing to use the Open API.
   6. In the event of the termination of this Agreement, You agree to:
      1. cease using the Open API immediately; and
      2. destroy or return to Multimap (as Multimap shall direct) the Materials, and remove Multimap links, JavaScript and other content from Your Website, within 5 days of termination.
   7. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into, or continue in, force on or after such termination.
   8. Clauses 1, 2, 3, 4, 5, 6, 7, 9, and 11 shall survive expiration or termination of this Agreement.
10. NOTICES AND CONSENT REGARDING ELECTRONIC INFORMATION
    1. This Agreement is in electronic form. There may be other information regarding the service that the law requires us to send You. We may send You this information in electronic form. You have the right to withdraw this consent, but if You do, we may cancel Your use of the Open API. We may provide required information to You:
       1. by e-mail at the e-mail address You specified when You signed up for the Open API; or
       2. by posting to the Open API pages of the Multimap web site.
    2. Notices provided to You via e-mail will be deemed given and received on the transmission date of the e-mail. As long as You can access and use the Open API, You have the necessary software and hardware to receive these notices. If You do not consent to receive any notices electronically, You must stop using the service.
    3. Any notice from You should be sent electronically to: mminform@microsoft.com.
11. GENERAL
    1. A failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of that right or any other right or remedy. A waiver of a breach of this Agreement does not constitute a waiver of any other breach of this Agreement. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
    2. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement.
    3. Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other and neither party shall have the authority or power to bind the other or to contract in the name of or create a liability against the other party in any way.
    4. This Agreement may be executed in any number of counterparts each of which when executed and delivered shall be an original but all the counterparts together shall constitute one and the same instrument.
    5. Each party undertakes with the other to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement.
    6. Save as otherwise provided in this Agreement, a person who is not a party to it has no right under the Contract (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists or is available apart from that Act.
    7. This Agreement, and the documents referred to in it, constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement.
12. LAW AND JURISDICTION

    This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with this Agreement.