GeoSeer API Terms

Introduction

• GeoSeer ("we", "our", "us" and "GeoSeer") welcomes you to the API (the "GeoSeer API").

• By applying to use and/or using the GeoSeer API, You are deemed to have accepted these terms and conditions, and the limits and terms imposed by Your Plan (collectively the "GeoSeer API Terms") as may be updated from time to time, and to have entered into an agreement with us on such terms. Please read the GeoSeer API Terms carefully as they set out Your rights and obligations and the terms on which GeoSeer makes the GeoSeer API and GeoSeer Content available to You. If You do not agree with the GeoSeer API Terms then please do not use or apply to use the GeoSeer API. (But please do tell us why you don't agree, and we'll consider changing it - Ed)

Other Meanings

• "Content" means any information or other content, in whatever form, made available via the GeoSeer API, or our website, other than the Data.
• "Data" means any data scraped from, or otherwise provided by OGC Service providers.
• "You", "Yours" means your Organisation, Business, Group, etc.
• "Subscription Term" means the period for which You have subscribed to the service. Either monthly or yearly.

Your rights

• Your rights: We grant You a license to use the GeoSeer API in accordance with these GeoSeer API Terms.

• Conditions: The license granted to You under these GeoSeer API Terms is:-

  • Non-transferable: You may not transfer nor sub-license Your rights under this license to any third party without our explicit written consent;
  • Conditional: upon compliance in full with these GeoSeer API Terms by You;
  • Revocable: with no less than 21 days written notice from us to You.

Who owns what

• Rights in the GeoSeer API: All copyright, database rights, trade marks and other intellectual property rights in the GeoSeer API, the Content and The Service (including any such rights in our website) are either owned by or licensed to us and nothing in these GeoSeer API Terms shall transfer any ownership rights to You.

• Rights in Data: All copyright, database rights, trade marks and other intellectual property rights in Data belong to the Service's respective owners. Nothing in these GeoSeer API Terms shall transfer any ownership rights to You. You are responsible for obtaining all necessary authorisations from Service owners to use their Services.

You must not:

• use the GeoSeer API if You are one of our competitors (or if You plan to become one) or otherwise for the purpose of conducting any benchmarking or comparison with any comparable or competing product;
• attempt to reverse engineer, decompile or extract database content not made available via the GeoSeer API;
• use the GeoSeer API in any product, application, or service that is, or that You know contains: spyware, adware, or any other form of malware.

We will

• Monitor API use: We reserve the right to monitor Your use of the GeoSeer API.

• Personal information: We will not collect personally identifiable information.

• Restrict API use: We will impose technical restrictions on access to the GeoSeer API in accordance with Your purchased Plan, and consistent with providing availability of the GeoSeer API for all users. This may include, but is not limited to: requirements for API users to authenticate themselves; geographical restrictions; limits on the number of API calls; limits to certain API features. You agree not to attempt to circumvent any such technical restrictions.

• Publicity: We may at our sole discretion issue promotional materials referring to You and Your use of the GeoSeer API, including the use of Your logo. Upon termination of this contract we will cede the use of your logo within 35 days.

Billing

• Monthly and Annual Plans: All GeoSeer API plans are available on a monthly subscription basis or an annual subscription basis.

• Renewals: Except as otherwise specified in your Order, unless either party cancels Your subscription prior to expiration of the current Subscription Term, Your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal by contacting our support team. Cancelling Your subscription means that You will not be charged for the next billing cycle, but You will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the GeoSeer API continuing to be offered and will be charged at the then-current rates.

• Upgrading plan: You may upgrade Your GeoSeer API plan by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, we will charge You for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term.

• Payment: You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If a PO number is required in order for an invoice to be paid, then You must provide such PO number to us by emailing the PO number to us. Other than as expressly set forth in our returns section, all amounts are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card, debit card, or other payment method for renewals, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.

• Taxes: Your fees under these Terms exclude any taxes or duties payable in respect of the GeoSeer API in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by us, You must pay to us the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, if You have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, You may provide us with such exemption information, and we will use reasonable efforts to provide You with invoicing documents designed to enable You to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.

• Delivery: All deliveries under these Terms will be electronic.

Returns

• Our return policy: As part of our commitment to customer satisfaction and without limiting the Warranty, You may terminate Your initial Order of the GeoSeer API under these GeoSeer API Terms, for no reason or any reason, by providing notice of termination to us no later than twenty-one (21) days after the Order date. In the event You terminate Your initial Order under this Section, at your request, we will refund You the amount paid under such Order. This termination and refund right applies only to your initial Order of the GeoSeer API and only if You exercise Your termination right within the period specified above.

Disclaimer

IMPORTANT: This section restricts the extent to which we are liable for any losses which may be suffered in connection with Your use of the GeoSeer API. It also requires You to compensate us for any loss we suffer as a result of Your failure to comply with the GeoSeer API Terms.

• Availability: We reserve the right to update, modify, suspend or discontinue the GeoSeer API or any technical support that we provide for it at any time, with no less than 21 days written notice. If we do this, we will provide a refund, prorated from the date of cancellation to the expiry of your Order.

• No guarantees: We make no guarantee that the GeoSeer API will be suitable for Your intended use. We do not guarantee that it will be error-free, timely, reliable, entirely secure, virus-free or available; we will however take all reasonable measures to try and ensure that it is so.

• Service Level Agreement (SLA): We will endeavour to provide uptime at least as high as that agreed to in Your Plan's SLA. The SLA is measured on a month-by-month basis. If we fail to meet the SLA in any given month, you must inform us and we will offer a 10% credit for that month's service. If uptime was less than 99%, this will increase to a 50% credit for that month's service.

• Exclusion of our liability: You use the GeoSeer API entirely at Your own risk. We do not restrict our liability (if any) for personal injury or death resulting from our negligence, for fraud committed by us or for any matter which it would be illegal to limit or to attempt to restrict. We exclude all other liability and responsibility for any amount or kind of loss or damage arising in connection with the GeoSeer API (even if we have been advised of their possibility.), to the maximum limits of the law.

• Liability to us: You agree to indemnify us in respect of all third party claims, liabilities, and losses arising from or relating to:

  • Your use of the API;
  • any breach of these API Terms

Trials

• Evaluations, trials, and betas: We may offer the GeoSeer API to You at no charge, including trial use and Beta Versions (collectively, "No-Charge Products"). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted during the Subscription Term we designate (or, if not designated, until terminated in accordance with these GeoSeer API Terms).

• Trial conditions: Except as otherwise set forth in this section, the terms and conditions of these GeoSeer API Terms governing the GeoSeer API, fully apply to No-Charge Products. We may modify or terminate Your right to use No-Charge Products at any time (without notice), and for any reason at our sole discretion, without liability to You.

• Trial warranty: You understand that any pre-release and beta GeoSeer API features, that we make available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than usual. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow You to access Beta Versions, but the Beta Versions will still remain subject to this section. All information regarding the characteristics, features or performance of any No-Charge Products (including Beta Versions) constitutes our Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support, warranty and indemnity obligations. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, OUR MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS WILL BE GBP£1.

General legalities

• Entire agreement: Unless otherwise explicitly stated in writing, these GeoSeer API Terms describe the entire agreement between You and us regarding the GeoSeer API, and supersede any prior understandings or agreements. Your Plan/Purchase Order/Contract may have explicit written clauses which supersede, amend, or append-to this agreement. The headings are for convenience only and shall not affect the construction or interpretation of these GeoSeer API Terms.

• Changes to this contract: We reserve the right to change these API Terms from time to time and therefore we may impose new or different terms and conditions on Your use of The API. We will notify You at least 35 days before the new terms become effective. Your continued use of the GeoSeer API will be deemed to constitute acceptance of all of the new terms. These GeoSeer API Terms may not otherwise be changed without our written consent.

• Transfer of rights & obligations: We shall be entitled to transfer our rights and/or obligations under these GeoSeer API Terms to another party. You may not transfer any of Your rights or obligations under these GeoSeer API Terms without our written consent.

• Waiver and severability: If either You or we ignore any breach of these GeoSeer API Terms, it does not mean that any further breach cannot be enforced. Similarly, if any part of these GeoSeer API Terms turn out to be invalid or unenforceable for some reason, then it will be replaced with a provision which, as far as possible, achieves the same purpose as the original, and the remainder of the agreement will still be binding.

• Resolving disputes: These API Terms shall be governed by and interpreted in accordance with English law. If any party wants to take court proceedings in relation to the GeoSeer API, it must do so in England. You are responsible for compliance with any applicable laws of the country from which you use or otherwise access the GeoSeer API.

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Version History

Current Version:

• 1.1; 2019-07-08

Previous Versions:

• 1.0; 2018-12-16

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