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IndoorAtlas™ Mobile License Agreement

Last modified: June 28, 2013

This IndoorAtlas™ Mobile License Agreement (“Agreement”) governs your access to and use of the IndoorAtlas™ Mobile mobile application (the “Application”), as provided by IndoorAtlas Ltd., and the data collection and other services that we make available through the Application (the “Service”). By clicking to accept, or by installing or using any portion of the Application, 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 Application, whether an individual, corporation, or other entity. You may not use the Application unless you accept this Agreement and have the power and legal right to form a contract with us. Any individual installing or using the Application 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 Application, and you acknowledge those terms to be a part of this Agreement.

License

Subject to your compliance with this Agreement, we grant you a non-exclusive and non-transferable license to download the Application directly from us (or our authorized distributor) to a single mobile device, and to install and run the Application only on that device, solely for the purpose of collecting data to be uploaded to us, and to test positioning.

License Restrictions

You may not: (i) copy, modify or distribute the Application for any purpose; (ii) transfer, sublicense, lease, lend, rent or otherwise distribute the Application or the Service to any third party; (iii) decompile, reverse-engineer, disassemble, or create derivative works of the Application or the Service (except to the extent, if any, that applicable local laws prohibit restrictions on such activities); or (iv) use the Application or Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement.

Modifications to Application or Service

We may, at our discretion, make updates to the Application available to you from time to time. If we do, any such updates will be considered part of the Application and governed by this Agreement. The Service may also change from time to time, and we may stop (permanently or temporarily) providing the Service (or features within the Service), possibly without prior notice to you. We may decide to charge users a fee for the use of certain features; if we do, we will provide you with prior notice before such fees take effect.

Transfer of Data to IndoorAtlas

When you use the Application, it will cause your mobile device to collect data and it may automatically upload this data to the IndoorAtlas backend server. Except to the extent, if any, that IndoorAtlas and you otherwise expressly agree in writing (in accordance with the following paragraph), all such data will be owned solely by IndoorAtlas, and you hereby transfer and assign to us any rights you may have in such data. Accordingly, we may modify, store, distribute, process, and otherwise use this data, on its own or combined with other information (such as data uploaded by other users or floor plans of the area where you use the Application), for any purpose, including but not limited to mapping the internal layouts of buildings and providing positioning, navigation and other services to third parties, without any attribution or compensation to you. We are not obligated to accept, use, make available, or delete any data collected or transmitted by your device.

Any exceptions to the preceding paragraph (for example, in special cases where you may request and we may choose to grant restrictions on third-party access to the data you collect) must be arranged in advance and specifically agreed to in writing by you and IndoorAtlas in order to be effective. Otherwise, by using the Application, you consent to the collection, transmission, ownership and use of data as described in the preceding paragraph.

We may from time to time provide you with the ability to upload floor plans (whether through the Application, on our website, or through other means) for use in connection with the Service. If you choose to use any such feature or mechanism, your use will be subject to, and you agree to comply with, our then-current floor plan content guidelines and terms as posted at www.indooratlas.com/content-guidelines or as otherwise presented to you at the time of upload.

Uploading to our servers may involve the transmission of significant amounts of data, and you are solely responsible for any associated fees that may be charged by your mobile communications carrier or other applicable service providers.

Prohibited Activities

You may not use the Application or Service in any manner or for any purpose that violates any applicable laws or regulations or the rights of any third party, including but not limited to the rights of any owner or operator of any building or other property where you desire to collect data. You represent, warrant and covenant that you have or will obtain all third-party permissions (including without limitation any applicable intellectual property rights, survey rights, and building entry rights) necessary for your desired use of the Application and Service and for your transfer of any data, content or rights to us, and you agree to hold us harmless against any claims resulting from your failure to do so.

In addition, you may not use the Application or Service in any manner or for any purpose that: (i) violates our applicable user documentation or policies, (ii) disrupts or interferes with the proper operation of our servers or systems associated with the Service or any other person’s authorized use thereof, (iii) exposes you, any other person, or any real or personal property to potential injury, damage, or other harm, (iv) violates any contractual obligations you have to third parties, (v) misappropriates or impairs the value of any third-party confidential, trade-secret, or otherwise protectable information, or (vi) is intended to do any of the foregoing.

Account and Personal Information

In order to use the Service or certain of its features, you may be required to register and create an account. You agree to provide accurate, current and complete information (including personal information, as required) for your account. We reserve the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading. You are responsible for maintaining the confidentiality of your password and account, and agree to notify us immediately if your password is lost, stolen, disclosed to an unauthorized third party, used without your permission, or otherwise compromised. You are responsible for all activities that occur under your account.

You acknowledge that we may collect device ID information for the device on which you use the Application. We may associate this with your account information (including your personal information), and we may further associate your device ID and/or account information with the data and content you upload through the Service, in order to provide the Service and for other lawful purposes such as enforcement of this Agreement or applicable laws.

Ownership and Feedback

The Application and Service are protected by copyright, trademark, and other laws of the United States and foreign countries, and are subject to pending patent applications. You acknowledge that we (or our licensors) exclusively own all right, title and interest in and to the Application and Service, including all associated intellectual property rights. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Application. You acknowledge and agree that any feedback, comments or suggestions you may provide regarding the Application or Service (“Feedback”) will be the sole and exclusive property of IndoorAtlas and you hereby irrevocably assign to us all of your right, title and interest in and to all Feedback.

Termination

If you breach any of the terms of this Agreement, or if we believe in our sole discretion that such a breach has occurred or is likely to occur, we have the right to terminate this Agreement (including the license granted herein) and/or suspend or disable your access to or use of the Application and/or Service, with or without notice to you. In addition, we may terminate this Agreement and, where applicable, your account in connection with any change or discontinuation of the Service (as permitted in the section titled “Modifications to Application or Service,” above), or upon notice to you at any other time.

You may terminate also by uninstalling and permanently deleting the Application and (if applicable) closing your account for the Service. To close your account, please contact us at account@indooratlas.com.

Notices

Any notice to be given by IndoorAtlas to you under this Agreement or in connection with the Service may be delivered using any contact information then on-file for your Account or by posting the notice on the login area or another appropriate area of the Service. Except as otherwise stated in this Agreement, any notices to be given by you to IndoorAtlas must be given by email to terms@indooratlas.com.

Disclaimers

You understand and agree that the Application and the Service are provided to you “AS IS” and on an “AS AVAILABLE” basis. WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Application or the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis.

Limitation of Liability

OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO $50 (U.S.) OR, IF APPLICABLE, THE AMOUNT YOU PAID TO US FOR THE APPLICATION AND SERVICE. WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, 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 APPLICATION AND/OR SERVICE, 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.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Downloading the Application from Google Play, iTunes, or Other App Distribution Platforms

The following terms apply if you accessed or downloaded the Application through Google Play, the iTunes App Store, or another app store or distribution platform where the Application is made available (each an “App Provider”).

  • This Agreement is concluded between you and IndoorAtlas, and not with the App Provider, and that IndoorAtlas, not the App Provider, is solely responsible for the Application and content thereof.
  • Your use of the Application must also comply with the terms of service of the App Provider (and, if you downloaded the Application from Apple’s iTunes App Store, it may be used only on an Apple-branded product that runs iOS, Apple’s proprietary operating system software).
  • The App Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
  • With respect to the iOS version of the Application: in the event of any failure of the Application to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the Application to you (if applicable), and to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Application. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of IndoorAtlas.
  • The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Application or your possession and use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • In the event of any third party claim that the Application or your possession and use of that Application infringes that third party’s intellectual property rights, IndoorAtlas will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
  • The App Provider, and its subsidiaries, are third party beneficiaries of this Agreement as related to your license of the Application, and that, upon your acceptance of the terms and conditions of this Agreement, the App Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the Application against you as a third party beneficiary thereof.
  • You must also comply with all applicable third party terms of service when using the Application.
  • Nothing in this section will be construed as diminishing the effect of any disclaimer or limitation of IndoorAtlas’ liability under this Agreement.

U.S. Government End Users

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

Export Control

You agree to comply fully with all U.S. and foreign export laws and regulations as they relate to any exportation or re-exporting of the Application or any associated technical data or products of such Application. By using the Application, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.

General

This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflict of laws rules or principles. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without our prior written consent, and any attempt by you to do so, without such consent, will be void. Our failure to enforce any right or provision of this Agreement 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 of this Agreement will remain in full force and effect. This Agreement 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. We may revise this Agreement from time to time, and we will try to provide at least 30 days notice prior to any new terms taking effect. Any other waiver, modification or amendment of this Agreement will be effective only if in writing and signed by both parties. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Agreement.

Contacting Us

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