Veridict Livemap™- Terms of Service

This terms of service was last modified on 10-Dec-2017

1. This service is owned and operated by Veridict AB ("Veridict", "we", “us” or “our”). By using the service, the receiving party (“receiving party” or “you”) agree to be bound by the following Terms of Service, as updated from time to time (collectively, the "Terms"). Entering into this agreement on behalf of your company or another legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Please read them carefully. If you do not agree to these Terms, you may not use the service.

3. We reserve the right, at our sole discretion, to change or modify the Terms at any time. The latest version of our Terms will be made available on the webpage https://veridict.com and you undertake to revisit the webpage on a regular basis, as the latest version of the Terms will be binding. You acknowledge and agree that the continued use of the Services after the Terms have been modified shall constitute that you have accepted any and all modifications.

4. We may change the features and functions of the service, including APIs. It is your responsibility to ensure that calls or requests you make to the service are compatible with then-current Veridict APIs. We attempt to avoid changes to our APIs that are not backwards compatible, but such changes may occasionally be required. If that happens, we will use reasonable efforts to notify you prior to deploying the changes.

Description of Service

5. Veridict will make the Livemap Software-as-a-Service services (“Service” or “Services”) available in accordance with the plan or package chosen by the receiving party. The Service is subject to these Terms; Veridict grants a non-exclusive, non-transferable, non-assignable, limited, revocable license and right to:

APIs

6. The “Toxel API” means the Application Programming Interface transferring traffic data, hosted by Veridict. All traffic data applications based on our Livemap service utilizes our Toxel API.

7. As a receiving party of traffic data through the Toxel API you may not download and store traffic data without the written consent from Veridict.

8. The “Map tile API” means the Application Programming Interface transferring map tile data, hosted by Veridict. The Map tile API can be used separately or together with the Toxel API as an optional complement.

9. As a receiving party of map tiles through the Map tiles API, you may cache map tiles on end user devices (e.g., laptops, smartphones, or tablets) for offline use, but each device must populate its cache using direct requests to the Map tile API and content from a cache may only be consumed by a single end user. You may not redistribute map tiles, including from a cache, by proxying, or embedded in software, by using a screenshot or other static image instead of accessing map tiles through the Map tile API. You may not scrape or download map tiles in bulk for any purpose other than offline caching on a single end user's device.

10. As a receiving party of data through Veridict's Toxel API, or Map tiles API, you are required to insert our branding “Powered by Livemap” (linking to our homepage www.veridict.com) clearly visible in the receiving application, if nothing else is stated in your SaaS plan.

11. As a receiving party of map tile data through Veridict's Map tile API, you are required to insert an attribution to “© OpenStreetMap” in the receiving map application. Also required is an attribution to either “Leaflet” or “Mapbox” dependent of which tile model, Raster or Vector, is used. If you have any questions about required attribution please contact us.

SDKs

12. You may use parts of, or our full Software Development Kits “SDKs” for creating your own application/s. Veridict may or may not support your works with our SDKs.

13. The SDKs may contain portions of software that is the sole property of third-parties. Such software is provided subject to the terms and conditions of such third-party. You acknowledge and agree that by using the software you are bound to these third-party terms of use.

14. For other use cases or additional rights, please contact us.

Service level

15. We will make commercially reasonable efforts to keep our Services operational 24 hours a day and seven days a week, except for planned downtime for maintenance, upgrades and updates for which we will use commercially reasonable efforts to provide at least [48] hours prior notice, or for unplanned downtime caused by any circumstance beyond our control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, failures in computer, hardware, telecommunications, internet service provider or hosting facilities, power shortages and denial of service attacks. Despite our efforts, our Services or any functionality may from time to time encounter technical or other problems and may not continue uninterrupted. We are not responsible for any such problems, interruptions, any ongoing obligation to offer our Services or any functionality, or any damages resulting therefrom.

16. We do not take responsibility of the quality of your traffic data. If your uploaded static traffic data or your linked real-time data cannot be used within the service due to, for example data errors or server issues, we will make commercially reasonable efforts to inform you as soon as possible.

17. We reserve the right to modify, suspend or discontinue all or any part of our Services at any time for any reason without liability to you.

Unlawful and other unauthorized uses

18. The receiving party agree to comply with all applicable laws, regulations, and third-party agreements in your use of the Services.

19. You may not use the Services in any manner that could damage the Services or interfere with any other party's use of the Services.

20. You may not use the Services to:

21. You may not modify, create derivative works from, reverse engineer, or attempt to derive any source code from the site's software, except as expressly permitted by a written license from us.

End users and notification

22. You may not allow your end users or other third parties to use the Services in any way that would violate this Section ("Our services") if done by you, and you agree to take reasonable efforts to prevent such use. You agree to promptly notify Veridict in writing if you become aware of any misappropriation or unauthorized use of the Services.

Ownership

23. Your content is your content. You retain ownership of all content that you contribute or upload to the Services.

24. Limited to the purpose of hosting your content so that we can provide the Services to you, you hereby grant Veridict a non-exclusive, worldwide, royalty-free, transferable and sublicensable right and license to use, copy, cache, publish, display, distribute, modify, create derivative works, and store such content and to allow others to do so. This right and license enables Veridict to host and mirror your content on its distributed platform. You warrant, represent, and agree that you have the right to grant Veridict these rights.

25. On termination of your subscription based license, Veridict will make all reasonable efforts to promptly remove from the Services and cease use of your content; however, you recognize and agree that caching of or references to the content may not be immediately removed.

26. Other than your content, all content displayed in the Services or accessible through the Services, including text, images, maps, software or source code, are the property of Veridict and/or third parties and are protected by Swedish and international copyright laws. Logos and product names appearing on or in connection with the Services are proprietary to Veridict or our licensors. You may not remove any proprietary notices or product identification labels from the Services.

27. You agree that we may freely exploit and make available any and all feedback, suggestions, ideas, enhancement requests, recommendations or other information you provide relating to the Services.

Publicity

28. During the term of this agreement, you hereby grant us a worldwide, non-exclusive, royalty-free, non-transferable license to use your trademarks, service marks, and logos for the purpose of identifying you as a Veridict customer to promote and market our services, provided that we will not issue any press release without your prior consent. We also agree, as the publishing party to respect any reasonable logo and branding guidelines communicated by you.

Charges and payment

29. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel orders. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.

30. We may charge your credit card or send you invoice on an ongoing basis in advance of providing Services or as needed for prepayments for your subscription fee, any applicable sales taxes, and any other charges you may incur in connection with your use of Veridict's Services. The subscription fee is billed in full on beforehand of each billing period, unless and until you cancel your subscription.

31. If your account exceeds the API calls allowed by your plan, we may charge you overage fees at the end of your billing period. Overage rates vary by plan. You agree to pay overage fees for all usage including requests that result from unexpected traffic.

32. We are not responsible for any bank fees, interest charges, finance charges, over draft charges, or other fees resulting from charges billed by Veridict. In case of credit card charges, currency exchange settlements will be based on agreements between you and the provider of your credit card.

33. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law.

34. The receiving party may cancel at any time. However, Veridict do not give pro-rated refunds for unused time or data amount, if cancel during the middle of a billing cycle.

Cancellation and suspension

35. The limited license granted by this agreement terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of the limited license, you agree to immediately destroy any materials downloaded from the Services.

36. In addition, Veridict may cancel or suspend your account for any reason by providing you thirty days advance notice. Upon cancellation or suspension, your right to use the Services will stop immediately. If we cancel your account in its entirety without cause, we will refund to you on a pro-rata basis the amount of your payment corresponding to the portion of your service remaining right before we cancelled your account.

Personal information and collected data

37. For more information about our use of data collected by the Services and information about personal information submitted through our website or Services, please see our Privacy Policy.

Disclaimers

38. “AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS." YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE APIS, THE SITES AND ITS SOFTWARE, SERVICES, MAP TILES, AND OTHER CONTENT, INCLUDING ANY THIRD-PARTY SOFTWARE, SERVICES, MEDIA, OR OTHER CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

39. NO WARRANTIES. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VERIDICT DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VERIDICT OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

40. Website operation. Veridict does not warrant that the services, including any software, services, map tiles, or content offered on or through the services or any third-party sites or services, will be uninterrupted, or free of errors, or other harmful components and does not warrant that any of the foregoing will be corrected.

41. Non-Veridict content. When using the Services, you may be exposed to user submissions and other third-party content ("non-Veridict content"), and some of this content may be inaccurate, offensive, indecent, or otherwise objectionable. We do not endorse any non-Veridict content. Under no circumstances will Veridict be liable for or in connection with the non-Veridict content, including for any inaccuracies, errors, or omissions in any non-Veridict content, any intellectual property infringement with regard to any non-Veridict content, or for any loss or damage of any kind incurred as a result of the use of any non-Veridict content.

42. Accuracy. Veridict does not warrant or make any representations regarding the use or the results of the use of the Services or any third-party sites referred to on or by the site in terms of correctness, accuracy, reliability, or otherwise.

43. Harm to your computer. You understand and agree that you use, access, download, or otherwise obtain software, Services, map tiles, or content through the Services or any third-party sites or services referred to on or by the Services, at your own discretion and risk and that you will be solely responsible for any damage to your property (including your computer system) or loss of data that results from such download or use.

44. Jurisdiction. Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If you reside in such a jurisdiction, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights. The limitations or exclusions of warranties, remedies, or liability contained in these terms apply to you to the fullest extent such limitations or exclusions are permitted under the laws of the jurisdiction in which you are located.

Limitation of liability

45. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING NEGLIGENCE, SHALL VERIDICT OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE SERVICES, INCLUDING SOFTWARE, SERVICES, MAP TILES, CONTENT, USER SUBMISSIONS, OR ANY THIRD-PARTY SITES OR SERVICES REFERRED TO ON OR BY SERVICES, EVEN IF VERIDICT OR AN VERIDICT AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

46. LIMITATION OF DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF VERIDICT OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS THE SERVICES OR YOUR USE OF THE SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT YOU PAID VERIDICT FOR RECEIVING THE PARTICULAR SERVICE DURING THE 1 MONTH PERIOD PRIOR TO THE DATE ON WHICH THE DAMAGE OCCURRED.

47. CLAIM PERIOD. YOU AND VERIDICT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF THESE TERMS OR RELATED TO VERIDICT MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Entire agreement

48. The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

49. Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party

Indemnification

50. You agree to indemnify and hold harmless Veridict and its subsidiaries, affiliates, officers, agents, partners, and employees from any claim or demand, including reasonable attorneys' fees, arising out of:

Governing law

51. These Terms, and any disputes, conflicts or claims under them, shall be governed by the substantive laws of Sweden without regard to its principles of conflicts of law. The parties shall use reasonable efforts to settle amicably any disputes that may arise out of or in connection with these Terms. Any disputes relating to or arising out of this agreement shall be finally resolved by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall consist of a sole arbitrator. The arbitration proceedings shall be held in Stockholm.

Contact information

52. Please contact us at info@veridict.com to report any violations of these Terms or to pose any questions regarding these Terms or the Service.