This Terms of service was last modified on May 25th, 2020.
Park4Dis License Agreement
This Park4Dis License Agreement (the "Agreement") is made and entered into between Park4Dis (Soluciones de Movilidad Reducida SL) and the entity or person agreeing to this terms ("Customer").
This agreement is effective as of the date Customer clicks to accept the Agreement. If you are accepting on behalf of Customer, you represent and warrant that: (a) you have full legal authority to bind Customer to this Agreement; (b) you have read and understand this Agreement; and (c) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer's access to and use of the Services.
1.1 Use of the Services in Customer Applications. Park4Dis will provide the Services to Customer in accordance with the Agreement, and Customer may use the Services in Customer Application(s) in accordance with Section 3 (License).
1.2 User or admin webpage; applications; API keys. Customer will administer the Services through the user or admin webpage or the applications. To use the Park4Dis library API, Customer must register as a third party and obtain an API key.
1.3 Accounts. Customer must have an Account to access most of Park4Dis\'s features. Customer is responsible for: (a) the information it provides in connection with the Account; (b) maintaining the confidentiality and security of the Account and associated passwords; and (c) any use of its Account.
1.4 New Features and Services. Park4Dis may: (a) make new features or functionality available through the Services, (b) add new services to the "Services" definition and (c) modify pricing of any feature. Customer’s use of new features or functionality may be contingent on Customer’s agreement to additional terms applicable to the new feature or functionality.
1.5.1 To the Services. Park4Dis may make changes to the Services, which may include adding, updating, or discontinuing any Services or portion or feature(s) of the Services. Park4Dis will notify Customer of any material change to the Services.
1.5.2. To the Agreement. Park4Dis may make changes to the Agreement, including pricing and any linked documents. Unless otherwise noted by Park4Dis, material changes to the Agreement will become effective 30 days after notice is given, except (a) materially adverse SLA changes will become effective 90 days after notice is given; and (b) changes applicable to new Services or functionality, or required by a court order or applicable law, will be effective immediately. Park4Dis will provide notice for materially adverse changes to any SLAs by: (i) sending an email to the Notification Email Address; (ii) posting a notice in the website; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, Customer should stop using the Services. Park4Dis will post any modification to this Agreement to the Terms URL.
2.1 Free usage. Certain Services are provided to Customer without charge up, as applicable.
2.2 Paid features. Certain features require the customer to subscribe a purchase agreement. This agreement is a different document with new terms applying to usage, adding to or modifying those detailed in this present document.
3.1 License Grant. Subject to the Agreement's terms, during the Term, Park4Dis grants to Customer a non-exclusive, non-transferable, non-sublicensable, license to use the Services in Customer Application(s).
3.2 License Requirements and Restrictions. The following are conditions of the license granted in Section 3.1 (License Grant). In this Section 3.2 (License Requirements and Restrictions), the phrase “Customer will not” means “Customer will not, and will not permit a third party to”.
3.2.1 General Restrictions. Customer will not: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code (except to the extent such restriction is expressly prohibited by applicable law); (b) sublicense, transfer, or distribute any of the Services; (c) sell, resell, sublicense, transfer, or distribute the Services; or (d) access or use the Services: (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees; (iii) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (iv) in a manner that breaches, or causes the breach of, Export Control Laws; or (v) to transmit, store, or process health information subject to United States HIPAA regulations.
3.2.2 Restrictions Against Misusing the Services.
(a) No Scraping. Customer will not export, extract, or otherwise scrape Park4Dis Content for use outside the Services. For example, Customer will not: (i) pre-fetch, index, store, reshare, or rehost Park4Dis Content outside the services; (ii) bulk download parking spot locations, images, descriptions, addresses or geocodes, among others; or (iii) copy and save Park4Dis content.
(b) No Caching. Customer will not cache Park4Dis Content except as expressly permitted under the Maps Service Specific Terms.
(c) No Creating Content From Park4Dis Content. Customer will not create content based on Park4Dis Content. For example, Customer will not: (i) trace or digitize parking spot locations; (ii) use latitude/longitude values as an input for point-in-polygon analysis; or (iii) convert text-based driving times into synthesized speech results. (d) No Re-Creating Park4Dis Products or Features. Customer will not use the Services to create a product or service with features that are substantially similar to or that re-create the features of another Park4Dis product or service. For example, Customer will not: (i) re-distribute the Park4Dis Core Services or pass them off as if they were Customer’s services; (ii) use the Park4Dis Core Services to create a substitute of the Park4Dis Core Services, Park4Dis mobile apps, or their features; (iii) use the Park4Dis Core Services in a listings or directory service or to create or augment an advertising product; (iv) combine data from Park4Dis to create real-time navigation functionality substantially similar to the functionality provided by the Park4Dis mobile app.
4.1 Compliance. Customer will: (a) ensure that Customer’s use of the Services complies with the Agreement; (b) prevent and terminate any unauthorized use of or access to its Account(s) or the Services; and (c) promptly notify Park4Dis of any unauthorized use of or access to its Account(s) or the Services of which Customer becomes aware.
4.2 Documentation. Park4Dis may provide Documentation for Customer’s use of the Services. The Documentation may specify restrictions (e.g. attribution or HTML restrictions) on how the Services may be used and Customer will comply with any such restrictions specified.
4.3 Data Use, Protection, and Privacy.
5.1 For License Restrictions Breaches. Park4Dis may Suspend the Services without prior notice if Customer breaches Section 3.2 (License Requirements and Restrictions).
5.2 For AUP Breaches or Emergency Security Issues. Park4Dis may also Suspend Services as described in Subsections 5.2.1 (AUP Breaches) and 5.2.2 (Emergency Suspension). Any Suspension under those Sections will be to the minimum extent and for the shortest duration required to: (a) prevent or terminate the offending use, (b) prevent or resolve the Emergency Security Issue, or (c) comply with applicable law.
5.2.1 AUP Breaches. If Park4Dis becomes aware that Customer’s or any End User’s use of the Services breaches the AUP, Park4Dis will give Customer notice of such breach by requesting that Customer correct the breach. If Customer fails to correct such breach within 24 hours, or if Park4dis is otherwise required by applicable law to take action, then Park4Dis may Suspend all or part of Customer’s use of the Services.
5.2.2 Emergency Suspension. Park4Dis may immediately Suspend Customer’s use of the Services if (a) there is an Emergency Security Issue or (b) Park4Dis is required to Suspend such use to comply with applicable law. At Customer’s request, unless prohibited by applicable law, Park4Dis will notify Customer of the basis for the Suspension as soon as is reasonably possible.
Certain components of the Services (including open source software) are subject to third-party copyright and other Intellectual Property Rights, which Park4Dis will provide to Customer on request.
7.1 Confidentiality Obligations. Subject to Section 7.2 (Required Disclosure), the recipient will use the other party’s Confidential Information only to exercise its rights and fulfill its obligations under the Agreement. The recipient will use reasonable care to protect against disclosure of the other party’s Confidential Information to parties other than the recipient’s employees, Affiliates, agents, or professional advisors (“Delegates”) who need to know it and are subject to confidentiality obligations at least as protective as those in this Section 7.1 (Confidentiality Obligations).
7.2 Required Disclosure.
7.2.1 Subject to Section 7.2.2, the recipient and its Affiliates may disclose the other party’s Confidential Information to the extent required by applicable Legal Process, If the recipient and its Affiliates (as applicable) use commercially reasonable efforts to: (a) promptly notify the other party of such disclosure before disclosing; and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure.
7.2.2 Sections 7.2.1(a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could: (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.
7.2.3 As between the parties, Customer is responsible for responding to all third party requests concerning its use and Customer End Users’ use of the Services.
8.1 Agreement Term. The Agreement is effective from the Effective Date until it is terminated in accordance with its terms (the “Term”).
8.2 Termination for Breach. Either party may terminate the Agreement for breach if: (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice; (b) the other party ceases its business operations; or (c) becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. Google may terminate Projects or access to Services, if Customer meets any of the conditions in subsections (a) or (b).
8.3 Termination for Convenience. Customer may stop using the Services at any time. Subject to any financial commitments expressly made by this Agreement, Customer may terminate the Agreement for its convenience at any time with 30 days' prior written notice. Park4Dis may terminate the Agreement for its convenience at any time without liability to Customer.
8.4 Effects of Termination.
8.4.1 If the Agreement terminates, then: (a) the rights and access to the Services will terminate; (b) all Fees owed by Customer to Park4Dis are immediately due upon receipt of the final electronic bill; and (c) Customer will delete the Software and any content from the Services by the termination effective date.
8.4.2 The following will survive expiration or termination of the Agreement: Section 2 (Payment Terms), Section 3.2 (License Requirements and Restrictions), Section 4.4 (Data Use, Protection, and Privacy), Section 7 (Confidential Information), Section 8.4 (Effects of Termination), Section 14 (Disclaimer), Section 15 (Indemnification), Section 16 (Limitation of Liability), Section 19 (Miscellaneous), and Section 21 (Definitions).
Customer may state publicly that it is a customer of the Services, consistent with the Trademark Guidelines. Customer can display Park4Dis Brand Features in connection with its use of the Services. Park4Dis may include Customer’s name or Brand Features in a list of Park4Dis customers, online or in promotional materials. Park4Dis may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.
Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with Export Control Laws and Anti-Bribery Laws applicable to its provision, receipt, or use, of the Services, as applicable.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARK4DIS: (A) DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE SERVICES OR SOFTWARE; (B) MAKES NO REPRESENTATION ABOUT CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICES; AND (C) WILL ONLY BE REQUIRED TO PROVIDE THE REMEDIES EXPRESSLY STATED IN THE SLA FOR FAILURE TO PROVIDE THE SERVICES. PARK4DIS CORE SERVICES ARE PROVIDED FOR PLANNING PURPOSES ONLY. INFORMATION FROM PARK4DIS SERVICES MAY DIFFER FROM ACTUAL CONDITIONS. CUSTOMER MUST EXERCISE INDEPENDENT JUDGMENT WHEN USING THE SERVICES.
12.1 Limited liabilities.
(a) To the extent permitted by applicable law and subject to Section 12.2 (Unlimited Liabilities), neither party and Park4Dis’s licensors will have any Liability arising out of or relating to the Agreement for any (i) indirect, consequential, special, incidental, or punitive damages or (ii) lost revenues, profits, savings, or goodwill.
(b) Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid under the Agreement during the 12 month period before the event giving rise to Liability.
12.2 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for:
(a) its infringement of the other party’s Intellectual Property Rights
(b) its payment obligations under the Agreement; or (c) matters for which liability cannot be excluded or limited under applicable law.
13.1 Notices. All notices must be in writing and addressed: (a) in the case of Park4Dis, to Park4Dis’s Legal Department at email@example.com; and (b) in the case of Customer, to the Notification Email Address. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
13.2 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
13.3 Subcontracting. Park4Dis may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.
13.4 No Agency. The Agreement does not create any agency, partnership or joint venture between the parties.
13.5 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.
13.6 Severability. If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
13.7 Governing Law.ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES WILL BE GOVERNED BY SPANISH LAW, AND WILL BE LITIGATED EXCLUSIVELY IN THE COURTS OF BARCELONA, SPAIN; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
13.8 Entire Agreement. The Agreement states all terms agreed between the parties and supersedes any prior or contemporaneous agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in the Agreement. The Agreement includes URL links to other terms (including the URL Terms), which are incorporated by reference into the Agreement. After the Effective Date, Park4Dis may provide an updated URL in place of any URL in the Agreement.
13.9 Conflicting Terms. If there is a conflict between the documents that make up the Agreement, then the documents will control in the following order: the Agreement and the terms at any URL.
13.10 Conflicting Languages. If the Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.