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IndoorAtlas™ Non-Commercial API License Agreement

Last modified: June 28, 2013

This IndoorAtlas™ Non-Commercial API License Agreement (“Agreement”) governs your access to and use of the IndoorAtlas™ application programming interface and associated documentation, code, and related materials as made available by IndoorAtlas Ltd. for non-commercial use (collectively, the “API”). By clicking to accept, or by installing or using any portion of the API, you are agreeing to this Agreement. Please read it carefully.

In this Agreement, the words “we,” “us,” and “our” (and related words) refer to IndoorAtlas Ltd., which is located at Elektroniikkatie 8, 90590 Oulu, Finland. The words “you” and “your” (and related words) refer to the user of the API, whether an individual, corporation, or other entity. You may not use the API unless you accept this Agreement and have the power and legal right to form a contract with us. Any individual installing or using the API in the name of a company or other organization represents and warrants that he or she is authorized and intends by those actions to bind the company or other organization to this Agreement.

IndoorAtlas’ General Terms of Service, available at www.indooratlas.com/terms, also apply to your activities in relation to the API, and you acknowledge those terms to be a part of this Agreement.

API Description

The API is intended to enable developers to create mobile applications that integrate or interface with IndoorAtlas’ services and related data, metadata, and other content (collectively, our “Services”) as described on our website and in the documentation we furnish with the API.

Non-Commercial License

Subject to your continuous compliance with the terms and conditions of this Agreement, IndoorAtlas grants you a nonexclusive, revocable, non-transferable license, solely for testing, evaluation, or other non-revenue-generating purposes:

(a) to use the API solely to develop, implement, and integrate interfaces in order to provide access to our Services through your own mobile application (your “App”) in accordance with our API documentation and guidelines, including those we post on the developers’ section of the IndoorAtlas website or otherwise furnish to you, and all applicable laws and regulations;

(b) to redistribute those components of the API that we identify as redistributable, but solely in object-code form as integrated into your App; and

(c) to use, reproduce, distribute, transmit, and display the data, metadata, and other content that we make accessible through the API as part of our Services, but solely for use by end users on and through your App in accordance with the “End Users” provisions below.

License Limitations

You may not use or distribute our API or any portion of our Services for revenue-generating or other commercial purposes, unless separately authorized under (and subject to the fees and other terms of) an applicable commercial or enterprise license agreement between you and IndoorAtlas. Please contact IndoorAtlas’ sales department for information regarding commercial or enterprise licensing. You also acknowledge and agree that your App must provide substantial functionality, features, and value beyond merely providing access to IndoorAtlas’ Services.

You agree that we may limit the rates at which your App may access, call, receive data through, or otherwise use the API. We will use reasonable efforts to identify the applicable rate limits on the developer section of our website. Nevertheless, use of the API may involve the transmission of significant amounts of data to and from our servers, and each user (including you) is solely responsible for any associated fees that may be charged by that user’s mobile communications carrier or other applicable service providers.

Upon our reasonable request, you agree to provide us with access to your App and other pertinent information to allow us to evaluate the manner in which our API is used in your App and to verify your compliance with this Agreement.

End Users

In order for each end user to access or use our Services through your App, we may require the end user to have an IndoorAtlas Services account and accept our standard terms and conditions (including privacy policies) for those Services. You will be responsible for informing your end users of these requirements, and you will also ensure that each end user has accepted a written end-user agreement for your App itself that:

(a) contains acknowledgements by the end user that IndoorAtlas owns the Services we provide, that the end user accepts IndoorAtlas’ then-current General Terms of Service and Privacy Policy (as posted on IndoorAtlas’ website), and that IndoorAtlas is a third-party beneficiary of the foregoing acknowledgements;

(b) does not purport to grant any rights in relation to the Services (beyond the limited rights to use them within your App in accordance with our applicable terms and conditions);

(c) does not purport to make any representation, warranty, or other statement on behalf of IndoorAtlas; and

(d) contains appropriate warnings and disclaimers, including but not limited to warnings of possible safety hazards, in relation to the Services as they may be used in the context of your App.

You are not authorized to make Services available to any end user for whom the preceding requirements are not satisfied.

If you make your App available to general public users, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your App, and you must provide legally adequate privacy notice and protection for those users. If your App stores personal or sensitive information provided by users, it must do so securely. If you or your App have access to an end user’s IndoorAtlas account information, that information may be used only to make our Services available to that end user to the extent permitted by these terms and the permissions granted to you by the end user.

No Support; Updates

IndoorAtlas has no technical support, software maintenance, or similar obligations under this Non-Commercial API License Agreement. If you anticipate needing technical support, you should enter into an applicable commercial or enterprise license agreement with IndoorAtlas.

We may (but are not obligated to) update or revise the API from time to time, and such updates and revisions may adversely affect the manner in which your App accesses or communicates with the API. Accordingly, you agree to implement and use the most current version of the API, and to make any changes to your App that are required as a result of our updates and revisions to the API, at your sole cost and expense. We will attempt to provide thirty (30) days’ advance notice of any revisions to the API that are not backward compatible or that remove significant functionality by posting the notice on the developers’ section of the IndoorAtlas website, unless circumstances require us to make an immediate change, in which case we will attempt to provide you with as much advance notice as possible.

Developer Credentials

You are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by IndoorAtlas or that you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials.

Data Collection

We may collect usage statistics and other information regarding or in connection with the use of our Services through your App, including but not limited to (i) a unique identifier, associated IP address, version number of the software, and information on which tools and/or services in the API are being used and how they are being used; and (ii) end users’ location data and other data and metadata gathered, processed, or generated by our Services in the course of their operation. You agree that we may store, aggregate, use, and otherwise exploit such information in any manner that does not violate applicable laws or IndoorAtlas’ applicable privacy policies. You agree not to interfere with, disrupt or block such information from being transmitted to IndoorAtlas through the API.

Any results, usage statistics, data or information (in the aggregate or otherwise) that you derive from analyzing, monitoring the use of, or using our API and/or Services may be used for your internal purposes only. You may not release, disclose, sell, rent, or otherwise make any such data available to any third party without our express permission.

Attribution

You must prominently display the IndoorAtlas logo, trademark, and/or other branding element(s), as furnished or designated by us in our reasonable discretion, (the “IndoorAtlas Marks”) in connection with any promotional or marketing material for your App. Such uses of the IndoorAtlas Marks must comply with the “Trademark License” terms below. In addition, you agree not to make any press release, website announcement, app store description, or other public communications regarding the IndoorAtlas-powered features or functionalities of your App unless: (i) such communications prominently give attribution to IndoorAtlas as the provider of the Services; and (ii) you have submitted the communication to us and obtained our written approval of the attribution in advance.

Trademark License

Subject to your continuous compliance with the terms and conditions of this Agreement, IndoorAtlas grants you a nonexclusive, revocable, personal license to use and display the IndoorAtlas Marks on your App and associated promotional and marketing materials, solely in order to identify that the Services are furnished by IndoorAtlas.

Prior to your use of the IndoorAtlas Marks, you must submit to IndoorAtlas samples of such materials for our approval, which we may give in our sole discretion. Once IndoorAtlas has approved the initial representative samples of your use, you do need not to submit any new materials displaying the IndoorAtlas Marks for prior approval, unless those materials display the IndoorAtlas Marks in a manner or context substantially different from the manner or context in which the IndoorAtlas Marks were displayed in previously approved samples.

You agree to comply with such trademark usage guidelines as we may post on the developers’ section of our website or otherwise furnish to you from time to time. The IndoorAtlas Marks may not be included in or as part of your company name or logos or in any name and/or other identifier that you use to identify your products or services, or in a manner that creates a sense of endorsement, sponsorship, or false association with IndoorAtlas.

All use of the IndoorAtlas Marks, and all goodwill arising out of such use, inures to IndoorAtlas’ benefit. If you acquire any rights in the IndoorAtlas Marks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to IndoorAtlas, immediately assign such rights to IndoorAtlas. Nothing herein will give you any right, title or interest in the IndoorAtlas Marks, other than the right to use the IndoorAtlas Marks in accordance with these terms, and you agree not to challenge our ownership of the IndoorAtlas Marks, challenge the validity of the IndoorAtlas Marks or this license, or otherwise copy or exploit the IndoorAtlas Marks during or after the term except as specifically authorized herein.

Restrictions and Conditions

Your license rights with respect to our API, IndoorAtlas Marks and Services are expressly contingent upon your agreement and compliance at all times with the following restrictions and conditions.

(a) You will not use the API to engage, directly or indirectly, in any business activity that conflicts with, or places you in a conflicting position to, IndoorAtlas’ business, products, or services, or that may reasonably be deemed to be intended to divert and/or drive audience traffic away from our products and services.

(b) You will not use the API for purposes of monitoring the availability, performance or functionality of any of our products or services or for any other benchmarking or competitive purposes.

(c) You will comply with all laws, statutes, ordinances and regulations that are applicable to your activities under this Agreement. IndoorAtlas may monitor your access and use of the API and Services. You will not interfere with such monitoring or in any way attempt to conceal your activities hereunder from IndoorAtlas.

(d) You will not interfere with or disrupt the API, attempt to gain unauthorized access to any systems or networks that connect thereto, or circumvent our rate limits on use of the API (and you understand you’re your attempts to do any of the foregoing may result in access to the Services through the API being temporarily or permanently blocked);

(e) You may not use, copy, modify, transfer, sublicense, lease, lend, distribute or otherwise allow any third party to access the API, except as expressly set forth in this Agreement, nor remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) on the API, Services, or associated materials;

(f) You may not reverse engineer, decompile, disassemble, or otherwise attempt to extract the functionality, source code, structure, or other trade-secret aspects of our software or technologies from any of the materials made available to you under this Agreement, except to the extent, if any, that restrictions on such activities are prohibited by applicable law.

(g) You may not use the API in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement.

Ownership

You expressly acknowledge that IndoorAtlas and its licensors own all worldwide right, title and interest in and to the Services, API, and IndoorAtlas Marks, including all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. Any and all rights not specifically granted herein to you are reserved by IndoorAtlas.

Third Party Applications

If you use the API to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that IndoorAtlas is not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that we are not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources.

The data, content, and resources presented to you through such a third party application may be protected by intellectual property rights that are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless you have been specifically given permission to do so by the relevant owners.

You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, this Agreement does not affect your legal relationship with these third parties.

Term and Termination

The term of this Agreement will commence on the date you first accept it and shall remain in effect until terminated by either party as provided below. You may terminate this Agreement at any time, for any reason or no reason, by ceasing to use the API and your developer credentials. IndoorAtlas may terminate this Agreement, for any reason or no reason, upon at least fifteen (15) days’ written notice (including by email) to you. We may also immediately suspend your access to the API and/or any Services and, at our option, we may terminate this Agreement, at any time and without notice if we believe you have breached any term or condition in this Agreement. We will not be liable for any costs, expenses, or damages as a result of our termination of this Agreement.

Upon termination of this Agreement, all licenses granted to you hereunder will terminate, you must promptly cease accessing and using the API and any IndoorAtlas developer credentials, and you will remove all IndoorAtlas Confidential Information (as defined below) and all copies and portions thereof, in all forms and types of media from your systems and records. The provisions of this Agreement entitled “Data Collection,” “Ownership,” “Confidential Information,” “Disclaimer,” “Indemnification,” “Limitation of Liability,” and “General” will survive termination or expiration.

Confidential Information

The API and associated documentation include non-public information, software and/or specifications (“Confidential Information”), which is confidential and proprietary to IndoorAtlas. You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without our prior written consent. You agree to protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

Representation

You represent and warrant that you have the necessary power and authority to enter into this Agreement, to perform the obligations hereunder and to grant all of the rights granted under this Agreement.

Disclaimer

You assume all responsibility and risk of use of the IndoorAtlas API, your App, and the Services as integrated or incorporated into your App. The API and Services are provided “AS IS” on an “AS AVAILABLE” basis without warranty or condition of any kind. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. IndoorAtlas is not responsible or liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of the API or Services.

Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend (or settle) and hold us harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with (i) your use of the API or your unauthorized use of IndoorAtlas Marks; (ii) your breach or alleged breach of any of the terms, restrictions, obligations or representations under this Agreement; or (iii) your App.

Limitation of Liability

OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY IN RELATION TO THIS AGREEMENT OR THE API WILL BE LIMITED TO $50 (U.S.) OR, IF APPLICABLE, THE AMOUNT YOU PAID TO US FOR THE USE OF THE API. WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, DATA, USE, OR GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING UNDER THIS AGREEMENT OR RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE API OR SERVICES, 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.

Modification

We may modify any of the terms and conditions contained in this Agreement, and/or the API documentation and guidelines, as we distribute new versions of the API. When these changes are made, we will make the new version of this Agreement available on the website where we offer the API, and your access to the new version of the API will be subject to your acceptance of the revised terms.

U.S. Government Users

The API consists of “commercial computer software” and “commercial computer software documentation,” as such terms are used in FAR 12.212. Any use, duplication or disclosure of the API or any part thereof by or on behalf of the U.S. Government is subject to the restrictions set forth in this Agreement.

Export Restrictions

THE API IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE API. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.

General

This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws rules or principles. All claims arising out of or relating to this Agreement or the API will be litigated exclusively in the federal or state courts of Santa Clara County, California, USA, and you and IndoorAtlas consent to personal jurisdiction in those courts. You may not assign or transfer your rights or duties under this Agreement, by operation of law or otherwise, without our prior written consent. Our failure to enforce any right or provision will not be deemed a waiver of such right or provision. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. This Agreement, together with the other IndoorAtlas terms and policies referenced herein, constitutes the entire agreement between you and us regarding the subject matter hereof, and supersedes and replaces any prior agreements between you and us regarding such subject matter.

Contacting Us

If you have any questions regarding this Agreement please contact us via email at terms@indooratlas.com.