GeoSeer Licensed Terms

Introduction

• GeoSeer ("we", "our", "us" and "GeoSeer") welcomes you to "GeoSeer Licensed", the licensed GeoSeer products.

• By applying to use and/or using GeoSeer Licensed, You are deemed to have accepted these terms and conditions (collectively the "GeoSeer Licensed 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 Licensed Terms carefully as they set out Your rights and obligations and the terms on which GeoSeer makes GeoSeer Licensed available to You. If You do not agree with the GeoSeer Licensed Terms then please do not use or apply to use GeoSeer Licensed. [But please do tell us why you don't agree, and we'll consider changing it - Ed]

Other Meanings

• "Content" means any data, information or other content, in whatever form, made available via GeoSeer Licensed, or our website, other than the Data.
• "Data" means any data, information or metadata scraped from, or otherwise provided by Service providers and aggregated by GeoSeer.
• "You", "Yours" means your Organisation, Business, Group, etc.
• "Subscription Term" means the period for which You have subscribed to the product.
• "GeoSeer Licensed" means all Data and Content provided to You as part of Your Order.
• "Third Parties" means anyone or anything that is not You or Us.

License Types (How You May Use The Data)

Exactly one of the following license types will apply to Your Order and this will be specified in writing at the time of Order.

License Type: Research License

This type of license has the following extra Terms and Conditions:

• You may only use GeoSeer Licensed for a specific non-commercial research project.
• You may not share GeoSeer Licensed with any Third Parties not directly involved in the project for which GeoSeer Licensed has been licensed.
• For any articles, publications, conference proceedings etc, where the content uses GeoSeer Licensed, You will include GeoSeer as a reference.
• You will delete all copies of GeoSeer Licensed once the Subscription Term expires or the research project concludes, whichever comes first. [Should you wish to publish GeoSeer Licensed to an Open Data Portal as part of your publication process, please talk to us before ordering. - Ed]

License Type: Internal Commercial License

This type of license has the following extra Terms and Conditions:

• Use of GeoSeer Licensed solely for the internal administration and operation of Your business is permitted. This does not entitle You to make available or to provide GeoSeer Licensed to any Third Parties.
• You will delete all copies of GeoSeer Licensed once the Subscription Term expires. For the avoidance of doubt, this includes from any derived data/products etc.

License Type: Public Commercial License

This type of license has the following extra Terms and Conditions:

• Use of GeoSeer Licensed for Your business purposes, including but not limited to integration into commercially available products and services is permitted.

• Providing to Third Parties:

  • If You make more than 10% (of what was provided to You) of GeoSeer Licensed items available to a third party via a download (for example, as a database in a software application), then reasonable technical and security efforts must be made to ensure GeoSeer Licensed is only accessible via your product, i.e. with encryption, and cannot be extracted/exported from it.
  • Alternatively, You may not provide more than 10% of the items of GeoSeer Licensed (as provided to You) to any single third party without that party first acquiring a license.
  • Credit "GeoSeer (https://www.geoseer.net)" in any application, service, website, etc that is made available to Third Parties and that uses GeoSeer Licensed or data/information derived therefrom. Use of the GeoSeer logo is permitted for this purpose.

• You will delete all copies of GeoSeer Licensed once the Subscription Term expires. For the avoidance of doubt, this includes from any derived data/products. For avoidance of doubt, any products you have sold\distributed to Third Parties that incorporate GeoSeer Licensed may continue to use it as long as that product is not updated to a version released after your Subscription Term expired.

License Type: Trial License

This type of license has the following extra Terms and Conditions:

• Use of GeoSeer Licensed for trial purposes only.
• You may not share the information with any Third Parties.
• All information regarding the characteristics, features or performance of Trial data constitutes our Confidential Information and may not be shared outside of your organisation.
• These GeoSeer Licensed Terms may be changed at any time by us without notice to You.
• There are no updates under this license type.
• You will delete all copies of GeoSeer Licensed once the Trial expires. For the avoidance of doubt, this includes from any derived data/products.

Your rights

• Your rights: We grant You a license to use GeoSeer Licensed in accordance with these GeoSeer Licensed Terms and the specific License Type You have ordered.

• Conditions: The license granted to You under these GeoSeer Licensed 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 Licensed Terms by You;
  • Revocable: with no less than 21 days written notice from us to You.

You must not:

• Share your GeoSeer login credentials or download details to anyone outside of your organisation.
• use GeoSeer Licensed if You are one of our competitors (or if You plan to become one) or otherwise for the purpose of comparison with any comparable or competing product without our written consent;
• use GeoSeer Licensed in any product, application, or service for illegal, deceptive, misleading, or unethical purposes, including spyware or any form of malware.

We will

• Provide the specified GeoSeer Licensed Product - or subset thereof - as agreed in the Order within 7 days of the Order process being completed.

• Provide Monthly Updates; The number of items provided may increase or decrease over time naturally, for example as new services are discovered, services load new datasets, and old services/datasets are discontinued by their respective owners. GeoSeer Licensed Updates will always contain all items that meet your filters.

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

Billing

• Annual Plans: All GeoSeer Licensed Products are available on an annual subscription basis.

• Pricing is based on the product type and number of items when the Order is made, and will remain fixed for the Subscription Term.

• 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 GeoSeer Licensed continuing to be offered and will be charged at the then-current rates.

• Upgrading product: You may upgrade Your GeoSeer Licensed plan by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, we will charge You 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 GeoSeer Licensed Terms exclude any taxes or duties payable in respect of GeoSeer Licensed 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 GeoSeer Licensed 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 GeoSeer Licensed 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 GeoSeer Licensed under these GeoSeer Licensed 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, or before You have taken delivery, whichever comes first. 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 GeoSeer Licensed, only if You exercise Your termination right within the period specified above, and only if you have not taken delivery.

Who owns what

• Rights in GeoSeer Licensed: All copyright, database rights, trade marks and other intellectual property rights in GeoSeer Licensed, and the Content (including any such rights in our website) are either owned by or licensed to us and nothing in these GeoSeer Licensed 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 Licensed Terms shall transfer any ownership rights to You. You are responsible for obtaining all necessary authorisations from Service owners to use their Services.

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 GeoSeer Licensed. It also requires You to compensate us for any loss we suffer as a result of Your failure to comply with the GeoSeer Licensed Terms.

• Availability: We reserve the right to update, modify, suspend or discontinue GeoSeer Licensed 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 discontinue to the expiry of your Subscription Term.

• No guarantees: We make no guarantee that GeoSeer Licensed 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.

• Exclusion of our liability: You use GeoSeer Licensed 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 GeoSeer Licensed (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 GeoSeer Licensed;
  • Any Third Parties who access GeoSeer Licensed through you or your products or services;

Beta

• Beta warranty: You understand that any pre-release and Beta GeoSeer Licensed 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 Beta Versions constitutes our Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to Beta Products, including any Support, warranty and indemnity obligations.

General legalities

• Entire agreement: Unless otherwise explicitly stated in writing, these GeoSeer Licensed Terms describe the entire agreement between You and us regarding GeoSeer Licensed, and supersede any prior understandings or agreements. Your Product/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 Licensed Terms.

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

• Waiver and severability: If either You or we ignore any breach of these GeoSeer Licensed Terms, it does not mean that any further breach cannot be enforced. Similarly, if any part of these GeoSeer Licensed 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 GeoSeer Licensed 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 Licensed, it must do so in England. You are responsible for compliance with any applicable laws of the country from which you use GeoSeer Licensed.

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Version History

Current Version:

• 1.0; 2019-11-01

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