skobbler GmbH - a German based company active in the field of mobile navigation and location based services providing its services to end users and business customers - offers a web based developer solution to integrate maps, route planning, points of interest and other location based services into 3rd party software solutions. The service is called the skobbler GeOS services for Web and accessible under http://developer.skobbler.com.
SKOBBLER makes this service available free-of-charge up to a certain usage volume in order to allow developers testing the service in real world situations. SKOBBLER asks you to use the service in the foreseen way and attribute the service and content properly. Since SKOBBLER is providing the services for free, SKOBBLER does not provide individual technical support or warranties for the service. However, if you want to exceed the volume threshold for free-of-charge-usage and/or receive technical support and/or warranties, you can purchase a paid solution from SKOBBLER.
1. Definitions and Interpretation
- "KEY" means technical restriction to use the SKOBBLER APIs. A key can be created and disabled on SKOBBLER's website.
- "ADMINISTRATORS" mean those personnel of the DEVELOPER who are accessing SKOBBLER APIs.
- "CONTENT" means the content that is provided through the SKOBBLER SERVICE e.g. maps, addresses, geo-coordinates.
- "DEVELOPER SOLUTION" means the DEVELOPER web solution, which is intended to make use of the SKOBBLER SERVICE.
- "SKOBBLER APIs" means the application programming interfaces provided by SKOBBLER to the DEVELOPER under this AGREEMENT in order to allow integration of the SKOBBLER SERVICE into the DEVELOPER SOLUTION.
- "SKOBBLER SERVICE" means the hosted service that provides maps, route planning, points of interest and other location based services to be integrated through the SKOBBLER APIs into the DEVELOPER SOLUTION.
- "SKOBBLER SOFTWARE" means the underlying software that is used to provide the SKOBBLER APIs and the SKOBBLER SERVICE.
- "DOCUMENTATION" means any documentation that describes or relates to the facilities, functions and use of the SKOBBLER SERVICE and SKOBBLER APIs, including documentation that may be made available by SKOBLER via SKOBBLER hosted websites, and any updates thereto that may be provided by SKOBBLER hereunder.
- "INTEGRATED SOLUTION" means the version of the DEVELOPER SOLUTION, which offers access to the SKOBBLER SERVICE as permitted herein.
- "INTELLECTUAL PROPERTY RIGHTS" means patents, trademarks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights; inventions, know-how, secret formulae and processes, lists of suppliers and customers and other proprietary knowledge and information; internet domain names; rights protecting goodwill and reputation; database rights; and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licenses and consents in respect of any of the rights and forms of protection mentioned in this definition.
- "OPENSTREETMAP LICENSE" means the license of the OpenStreetMap map data as provided through the SKOBBLER SERVICE (e.g. OpenDataBase License from Open Data Commons).
- "TERM" shall have the meaning ascribed thereto in Section 4.
- "USER(S)" mean those customers of the DEVELOPER who are permitted to access the SKOBBLER SERVICE as part of the INTEGRATED SOLUTION pursuant to this Agreement.
2. Responsibilities of Developer
During TERM, and subject to the terms and conditions of this AGREEMENT, the DEVELOPER:
- shall be responsible for all activities that are undertaken by ADMINISTRATORS in relation to the use of the SKOBBLER APIs;
- will use reasonable efforts to prevent unauthorized access to, or use of, the SKOBBLER APIs, and notify SKOBBLER promptly of any such unauthorized use;
- the DEVELOPER will use best efforts to comply with the applicable local and foreign laws when using the implemented SKOBBLER SERVICE and SKOBBLER APIs. If the DEVELOPER becomes aware that the use of the INTEGRATED SOLUTION does not comply with the applicable laws, it will take necessary measures to comply with the applicable laws;
- shall ensure that the INTEGRATED SOLUTION shall not be designed or implemented in a way that might mislead a USER into believing that any application created using the SKOBBLER APIs: (i) interact directly with SKOBBLER; or (ii) were created by or are endorsed by SKOBBLER;
3. SKOBBLER Grant.
- During the TERM of this AGREEMENT, and subject to the terms and conditions of this AGREEMENT, SKOBBLER shall provide to the Developer:
- a worldwide non-exclusive, non-assignable, non-sublicensable, revocable and non-transferable limited license to copy and use the Documentation in connection with the permitted access to the SKOBBLER SERVICE during the TERM, and solely as necessary to provide the INTEGRATED SOLUTION to USERS;
- the worldwide right to access, and to grant USERS access to the SKOBBLER SERVICE to the extent necessary to provide the INTEGRATED SOLUTION to Users;
- a worldwide non-exclusive, non-assignable, non-sublicensable, revocable and non-transferable limited license for the DEVELOPER and its ADMINISTRATORS to use the SKOBBLER APIs for the purpose of creating compatibility between the SKOBBLER SERVICES and the INTEGRATED SOLUTION; and
- SKOBBLER makes the CONTENT available under the OPENSTREETMAP LICENSE.
- Except for the limited rights granted herein, SKOBBLER hereby reserves all rights to the SKOBBLER SOFTWARE, SKOBBLER APIs, DOCUMENTATION, and/or any INTELLECTUAL PROPERTY RIGHTS embodied or used in connection therewith (collectively, "SKOBBLER IP")
- Except as otherwise permitted herein, the DEVELOPER shall not itself, or through any parent, subsidiary, affiliate, agent or other third party:
- decompile, disassemble, reverse engineer or otherwise attempt to derive source code, underlying ideas or algorithms from the SKOBBLER IP, in whole or in part (except as permitted by applicable law);
- allow access to the Skobbler IP by any person or entity that is not a USER or ADMINISTRATOR. For the avoidance of doubt, USERS will not be permitted to directly access the SKOBBLER APIs and the SKOBBLER SERVICES will only be provided to the USER through the INTEGRATED SOLUTION;
- except as otherwise permitted in this AGREEMENT or by applicable law, modify, write or develop any derivative software or any other software program based upon the SKOBBLER IP;
- The DEVELOPER shall not use the SKOBBLER SERVICE or SKOBBLER APIs to: (1) harvest, collect, gather or assemble information or data regarding USERS without their consent unless specifically gathered in accordance with applicable data protection and privacy laws; (2) knowingly transmit through or post on the SKOBBLER SERVICE or SKOBBLER APIs unlawful, tortious, infringing, or harmful material; (3) knowingly transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs; (4) knowingly interfere with or disrupt the integrity or performance of the SKOBBLER SERVICE, SKOBBLER APIs or the data contained therein; (5) attempt to gain unauthorized access to the SKOBBLER SERVICE or SKOBBLER APIs, computer systems or networks related to the SKOBBLER SERVICE.
- As between THE PARTIES, SKOBBLER retains all right, title and interest in and to the SKOBBLER IP, and all INTELLECTUAL PROPERTY RIGHTS (including any moral rights in such SKOBBLER SERVICE or the SOKBBLER IP) therein except for the rights granted in Section 3 (a) above. This AGREEMENT is not a sale and does not convey to the DEVELOPER any rights of ownership in or related to the SKOBBLER SERVICE or the SKOBBLER IP.
- The Copyright Holder of the CONTENT is and remains with the Contributors of the OpenStreetMap data. For the avoidance of doubt: SKOBBLER just makes use of its right to redistribute the OpenStreetMap data under the respective license.
- If any software solution created by the DEVELOPER uses the SKOBBLR APIs then such software application must:
- include appropriate attribution for the CONTENT to the contributors of the OpenStreetMap project according to the OPENSTREETMAP LICENSE; and
- include appropriate attribution to SKOBBLER by including a copyright acknowledgment with an embedded hyperlink to skobbler.com.
- Apart from providing attribution as expressly described in Section 4(i)(i) above, the DEVELOPER shall not use the name "SKOBBLER" in any way. The DEVELOPER shall not use the SKOBBLER logo or SKOBBLER marks without prior express written permission from SKOBBLER, and then, only under the terms and conditions under which SKOBBLER provided such prior express written permission.
- The DEVELOPER shall not:
- remove, obscure, or alter any notice of patent, copyright, trademark or other proprietary right appearing in the SKOBBLER APIs;
- modify, translate, adapt, or prepare derivative works from the SKOBBLER APIs except as explicitly permitted under this Agreement or under applicable law;
- attempt to conceal the DEVELOPER's identity when requesting authorization to use Skobbler APIs; and
- use SKOBBLER APIs to operate any mission critical application or facility where human life or property may be put at risk. The DEVELOPER acknowledges and agrees that the SKOBBLER APIs are not designed for such purposes and that their failure in such cases could lead to death personal injury, or severe property or environmental damage for which SKOBBLER is not responsible.
- The DEVELOPER will not sue or pursue any claim against SKOBBLER resulting from third party's claims, demands and damages arising out of or in connection with:
- any software solution of the DEVELOPER which is based on, uses, or relates to the SKOBBLER APIs; or
- any intellectual property that the DEVELOPER develops which is based on, uses, or relates to the SKOBBLER APIs,
- If any software solution created by the DEVELOPER uses the SKOBBLR APIs then such software application must:
4. Term and Termination
- Term. The TERM starts with the creation of a KEY for using the SKOBBLER SERVICE as well as the SKOBBLER APIs and ends with disabling such a KEY.
- Termination. SKOBBLER may terminate this AGREEMENT and/or the provision of the SKOBBLER SERVICE or SKOBBLER APIs any time, for any reason, with or without notice.
- Survival. Any term or condition of this AGREEMENT that by its nature would logically survive termination or expiration of this AGREEMENT, including but not limited to protections of proprietary rights, indemnifications, and limitations of liability, shall survive such termination or expiration.
5. Disclaimer of Warranties
- EXCEPT AS SET FORTH IN THIS AGREEMENT, SKOBBLER MAKES NO WARRANTIES, REPRESENTATIONS OR UNDERTAKINGS WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SKOBBLER
SERVICE, SKOBBLER SOFTWARE, SKOBBLER IP OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO THE DEVELOPER UNDER THIS AGREEMENT, INCLUDING SUPPORT, IF ANY, AND ANY SUCH SKOBBLER IP,
SKOBBLER SOFTWARE, MATERIALS OR SERVICES FURNISHED HEREUNDER ARE PROVIDED "AS-IS".
- SKOBBLER HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SKOBBLER SERVICE, SKOBBLER SOFTWARE, SKOBBLER IP AND OTHER MATERIALS AND SERVICES PROVIDED HEREUNDER, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING. ANY WRITTEN REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THIS AGREEMENT WILL NOT BE ENFORCEABLE.
- THE SKOBBLER SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, SKOBBLER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS, EXCEPT FOR SUCH DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS WHICH ARE CAUSED BY SKOBBLER'S WILFUL DEFAULT OR NEGLIGENCE IN RELATION TO A MATERIAL TERM OF THIS AGREEMENT.
- Skobbler does not warrant that data or any other information offered in or through the Skobbler APIs will be uninterrupted or free of errors, viruses or other harmful components and does not warrant that any of the foregoing shall be corrected, EXCEPT FOR SUCH INTERRUPTION, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS WHICH ARE CAUSED BY SKOBBLER'S WILFUL DEFAULT OR NEGLIGENCE IN RELATION TO A MATERIAL TERM OF THIS AGREEMENT.
- Skobbler is not responsible for the conduct of any user of the Skobbler APIs.
6. Warranty of DEVELOPER
- The DEVELOPER warrants that it has all rights to enter this AGREEMENT and does not violate any applicable laws or regulations, or any contractual commitments to third parties by entering this AGREEMENT.
- The DEVELOPER will at its own cost defend and will indemnify and hold SKOBBLER harmless from any action brought against SKOBBLER or its associated legal entities based upon a claim as set forth below. A claim shall mean any claim, legal action or allegation that the INTEGRATED SOLUTION or the use of the INTEGRATED SOLUTION pursuant to this Agreement infringes an Intellectual Property Right of a third party ("Claim").
- The DEVELOPER shall indemnify and hold SKOBBLER harmless from and against any and all damages, costs and losses (including reasonable lawyer's fees) arising from: (1) illegal acts of THE DEVELOPER, including the illegal use of the Content in connection with the SKOBBLER SERVICE; (2) THE DEVELOPER's misuse, disclosure or distribution of the CONTENT; and (3) the DEVELOPERS's use of, or interaction with, the SKOBBLER API's which is not in compliance with this AGREEMENT.
8. Limitation of Liability
- SKOBBLER shall not be liable for any direct, indirect, special, incidental or consequential damages in connection with, or arising out of, the furnishing, performance or use of the SKOBBLER SERVICE, SKOBBLER APIs, SKOBBLER IP or the Documentation or other services performed hereunder, unless such damages are caused by the wilful default of SKOBBLER or liability may not be excluded or limited as a matter of applicable law.
- Governing Law and Jurisdiction. This AGREEMENT (and any non-contractual obligations arising under or in connection with this Agreement) shall be governed in accordance with the laws of Germany. Any dispute regarding the Agreement (and any non-contractual obligations arising under or in connection with this Agreement) shall be subject to the exclusive jurisdiction of the courts of Berlin, Germany.
- Severability. If any term, condition, or provision in this AGREEMENT is found to be invalid, unlawful, or unenforceable to any extent, they will continue to be valid and enforceable to the fullest extent permitted by law.
- Entire Agreement. This Agreement is the entire understanding of the parties with respect to the subject matter hereof and may only be amended or modified by an instrument in writing signed by an authorized representative of each party. This Agreement constitutes the whole agreement between the parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.
- Waiver. Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action. No exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such party of any other right or remedy under this Agreement or that such party is entitled by law to enforce.