End User Licence Agreement

This end user licence agreement (the "Agreement") is a binding legal agreement between Reach-U Ltd, Karšu izdevniecība Jāņa sēta Ltd (separately and jointly the "Licensor") and you (the “Licensee”) regarding the Service that you are accessing, using, downloading, installing and/or copying, including any accompanying manual, documentation or other related material provided by the Licensor as part of the Service, or in connection therewith.

By accessing or using the Service or any parts thereof you acknowledge that you understand and agree to be bound by the terms of this Agreement. If you do not agree, you must not continue to access or use the Service or any parts thereof.

1. DEFINITIONS

For the purposes of this Agreement the following terms shall have the following meaning:

Reach-U AS (Ltd) Reach-U, a company duly incorporated and existing under the laws of Estonia with registration code 10302044, and having its registered domicile in Riia 24, Tartu, Estonia 51010 (separately and jointly with Karšu izdevniecība Jāņa sēta "Licensor").
Karšu izdevniecība Jāņa sēta SIA (Ltd) Karšu izdevniecība Jāņa sēta, a company duly incorporated and existing under the laws of Latvia with registration code 40003426448, and having its registered domicile in Krasta Street 105a, Riga, Latvia, LV-1019 (separately and jointly with Reach-U the "Licensor").
Party the Licensor and the Licensee jointly referred to as the “Parties” and separately as a “Party”.
Portal the website at the domain portal.geodatahub.eu, through which the Licensor provides, and the Licensee can access, order and use the Geodata Web Service(s).
Geodata Web Service the Licensor provides via the Portal different geodata web services (the “Geodata Web Service”), the list and explanations of the Geodata Web Services are available on the Portal. Using the Geodata Web Services, the Licensee has access to a digital database of geographical data located on the Server (the “Database”). The Licensor gives the Licensee the right to view and use the Database (incl. parts or derivatives thereof) online via the selected Geodata Web Service(s).
Service the Licensor provides access to the Portal and via the Portal different Geodata Web Services, this all together is referred to as the “Service”. Service also involves making available to the Licensee any user manuals and other documents related to the Service.
Data the geographical data, including parts thereof and derivative data, in the Database in the Server (the “Data”). All rights (including but not limited to intellectual property rights) of the Data belong to the Licensor and/or its Suppliers.
Supplier the Licensor’s business partners or other third parties that provide partially or wholly the Data for the Database.
Server the server of the Licensor or a third party server hosting Service provider hosting the Database (accessible via the Portal) which is set up and maintained for delivering Geodata Web Service to the Licensee by granting the Licensee remote online access to the Database via the Services.
Intellectual Property Rights (IP Rights) shall mean all and any copyrights and database maker’s rights in the Database, the Server, the Portal, the Geodata Web Service or any other component thereof protected by such rights (the “Works”) as well as in any results of the intermediate stages of developing any of the Works, including, but not limited to, the right to reproduce, distribute, improve, supplement and/or make amendments to the Works, and all other intellectual property that may now or in the future subsist in any part of the world, including, but not limited to, the rights in inventions (e.g. patents and utility models), trademarks, business names, know-how and trade secrets related to the Service.

2. GRANT OF LICENCE

2.1. The Licensee acknowledges that the intellectual property rights related to the Works (the “IP Rights”) are vested in the Licensor or the Licensor uses such rights under a licence, which is granted to it by a third party and permits sublicensing of the rights to the extent agreed in this Agreement. In accordance with this Agreement and subject to the timely payment of the licence fee (if applicable), the Licensor grants to the Licensee and the Licensee hereby accepts from the Licensor, a worldwide non-exclusive (the “Licence”) to use the IP Rights.

2.2. The Licence is valid worldwide. However, it is the Licensee’s obligation and responsibility to always check and make sure that the activities which the Licence is used for are permitted under the applicable laws of the respective jurisdiction, where the Licence is used, and the Licensee shall indemnify and hold the Licensor harmless from any claim and liability arising from any such activities.

2.3. The Licensee shall during the validity of the Licence have the right to:

2.3.1. use the Service (incl. the Geodata Web Services via the Portal) and thereby access, view and use the Data in the information system of the Licensee;

2.3.2 refer to, use, advertise and make publicly available the Data with reference to the Service provided by Licensor. Any Data or reference to the Service must be equipped with a reference to Licensor and/or its Suppliers as the owner of the Data in accordance with the rules set out in developer.geodatahub.eu/copywrite;

2.3.3 use the Geodata Web Services listed in developer.geodatahub.eu;

2.3.4 within the framework of the Licensee’s business activities (i.e software development) sublicense the Service to a sublicensee (the “Sublicensee”) under the same conditions as laid down in this Agreement.

2.4 The Licensee acknowledges that the Data, the Portal, the Geodata Web Service and any other elements of the Service (including but not limited to its structure, organization and source code) are protected by Intellectual Property Rights owned by the Licensor and its Suppliers. Accordingly, the Licensee may not sublicense, network, rent, lease, loan, or distribute the Data or any other element of the Service in whole or in part or otherwise use the Data or any other element of the Service except as expressly permitted under Sections 2.1 - 2.3.

2.5 All rights, title and interest in and to the Works and any element thereof are and shall at all times remain the sole and exclusive property of the Licensor or its Suppliers and all rights in and to the Service or any element thereof not expressly granted to the Licensee under this Agreement are reserved to the Licensor and its Suppliers.

2.6 The Licensee ensures and is liable for all its employees and contractors who access and use the Service, comply with all the terms and conditions of the Agreement.

2.7 The Licensee shall not: (i) decompile, disassemble or reverse engineer the Service or otherwise attempt to gain access to its source code, except to the extent that such restrictions are expressly prohibited by law; (ii) adapt, modify or otherwise alter the Service or any component thereof; (iii) use the Service to infringe or in a way which infringes the Intellectual Property rights of Licensor, its Suppliers and/or any third party, including remove, obscure, or alter any trademarks, or other proprietary rights notices; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related or limiting features of the Service; and/or (v) modify or delete the copyright and other proprietary rights notices on or in the Service; (vi) create a new product or Service based on the Data as a substitute, or create a substantially similar product or Service using the Data; (vii) directly or indirectly permit any third party to any of the above; (iix) use the Service for the promotion of illegal goods and Services on its website.

2.8 If the Service was provided to the Licensee for trial use for a limited period of time and/or a number of uses, the Licensee agrees not to use the Service beyond the expiration or termination of the Trial Period. The Licensee acknowledges and agrees that the Service may include code designed to prevent the Licensee from exceeding these limits.

3. DELIVERY

3.1 The Licensor makes the Service available to the Licensee online, the Geodata Web Services are provided via the Portal. The Licensor can access, view and use any parts of the Database through the use of the Service as stipulated in this Agreement.

3.2 The Licensor may at any time update the information technology solutions of the Service.

3.3 The Licensor and/or its Suppliers may at any time add and change the Data in the Database.

3.4 The Licensor is required to provide the Service and keep the Server available for at least 99,95% of the time.

3.5 The Licensor has the right to perform maintenance of the Server and install updates. Usually, the maintenance does not disturb the use of the Services.

4. TRIAL PERIOD

4.1 The Licensor may provide a free trial period (the “Trial Period”) for the Geodata Web Service, this is a fully functional version of the Geodata Web Service that expires after a certain period of time or use of a certain number of Service requests. Information on the availability of a Trial Period and standard usage conditions of the Trial Period is provided on the Portal.

4.2 During the use of Trial Period, all terms of this Agreement apply with the exception of the obligation to pay the Licence Fee for the Trial Period.

5. LICENCE FEE

5.1 The licence fee (the “Licence Fee”) shall be invoiced by the Licensor on a monthly basis after making the Geodata Web Service available to the Licensee (in case of no Trial Period is applicable) or after the termination of the Trial Period (in case Trial Period is applicable). Together with the invoice, the Licensor shall present to the Licensee the delivery act that includes an overview and amount of the use of the Geodata Web Service, including information on the name of the respective Geodata Web Service functionalities used, the amount of use and the corresponding total cost.

5.2 The validity of the Licence depends on the due payment of the Licence Fee (for the previous month). If the Licensee has delayed the payment of the License Fee for more than 14 days or if it is not defined otherwise in the contract between the Licensee and Licensor the Licensor has the right to restrict and/or prevent the use of the Service by the Licensee until full payment of the debt.

5.3 Regular updates and new releases of the Service are included in the Licence Fee.

5.4 The Licensor undertakes to ensure the availability of the Service in accordance with this Agreement. However, additional maintenance or support for the implementation which is not on Licensor’s infrastructure is not included in the Licence Fee and the Licensor shall have no obligation to provide such services under this Agreement.

5.5 The valid price list is published on the Portal. The Licensor will notify the Licensee about a change in the price list at least 1 month in advance.

6. WARRANTIES BY THE LICENSOR

6.1 The Licensor provides the Service “as is”, no warranty or representation is given that the functions contained in the Service will meet the Licensee’s requirements, or that the operation of the Service will be uninterrupted or error-free, or that all defects in the Service will be corrected. Furthermore, no warranty or representation is given regarding the use or the results of the use of the Service. To the extent permitted by law, these warranties are exclusive and there are no other express or implied warranties or conditions, including warranties or conditions of merchantability and fitness for a particular purpose.

6.2 The Licensee must notify the Licensor of any Service errors after discovering such errors. The Licensor will do its best to correct the error within a reasonable time but is in no case obligated to correct the errors, unless otherwise expressly agreed.

7. THIRD PARTY CLAIMS

7.1 In the event that the Service or any part of it or any of the IP Rights or any information, design, specification, instruction, code, data, or material related to the Service or Database (the “Material”) is the subject of a dispute or legal action instituted by a third party, the Licensee shall:

7.1.1 notify the Licensor promptly in writing but not later than 3 business days after the Licensee becomes aware of such dispute or legal action;

7.1.2 give the Licensor sole control of the defence and any settlement negotiations, if so requested by the Licensor; and

7.1.3 give the Licensor information, authority, and assistance the Licensor needs to defend itself against the claim or settle it.

7.2 If the Licensor believes or it is determined that any of the Material may have violated the rights of any third party, the Licensor is at its sole discretion entitled to either (i) modify the Material to render it non-infringing (while substantially preserving its utility or functionality) or (ii) obtain a licence from a third party to allow for continued use of the Material or (iii) promptly terminate this Agreement and/or the Licence.

7.3 The Licensor will not refund any fees to the extent that an infringement claim is based upon any information, design, specification, instruction or material not furnished by the Licensor. The Licensor will not refund any fees to the extent that an infringement claim is based upon the combination of Database with any products not provided by the Licensor. This Section provides the Licensee’s exclusive remedy for any infringement claims or damages.

8. LIABILITY

8.1 The Licensee shall bear full liability for damage caused to the Licensor by non-compliance or inappropriate compliance with the Agreement.

8.2 The Licensee’s user account on the Portal is protected by a password. It is solely the responsibility of the Licensee to guarantee the confidentiality and security of the password. The Licensee shall be liable for any use of Geodata Web Service through the Licensee’s account, unless the Licensee has previously notified the Licensor of the loss of control over the account in which case the Licensor is entitled to immediately close the account (restrict and/or prevent the use of the Geodata Web Service).

8.3 The Licensee shall be liable for Sublicensee conduct that is prohibited under this Agreement and Sublicensee conduct that would have constituted a breach of this Agreement if it had been engaged in by the Licensee.

8.4 To the extent permitted by applicable law, the Licensor shall not be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of profits, revenue, data, or data use.

8.5 To the extent permitted by applicable law, the Licensor shall not be liable for any errors in the geographical data contained in the Data, or for any incompatibility of the Data with the Licensee’s specific purposes.

8.6 The Licensor shall not be liable for the use of the Data and the Service in countries where the use of such data or Services is prohibited or requires special permission.

8.7 Non-performance by the Party is excused if it is caused by force majeure. Force majeure are circumstances which are beyond the control of the Party and which, at the time the Agreement was entered into, the Party could not reasonably have been expected to take into account, avoid or overcome the impediment or the consequences thereof which the Party could not reasonably have been expected to overcome. Force majeure includes, but is not limited to war, riots, flood, lightning, explosion, strikes, disruptions in third-party Service provider's server Service that consequently disrupts the provision of the Services, prolonged shortage of energy supplies, and governmental action prohibiting or impeding the Party from performing its respective obligations under this Agreement.

9. TERM AND TERMINATION

9.1 This Agreement shall become effective when the Licensee registers an account on the Portal and agrees to the terms and conditions of this Agreement.

9.2 The Agreement shall remain in force for an unspecified term.

9.3 Either Party has the right to terminate the Agreement by notice via the Portal to the other Party:

9.3.1 if the Party is in fundamental breach of the Agreement, including but not only if the Party is incapable of remedy or has not remedied any breach within 20 days after receipt of a notice of such breach via the Portal or within any additional period given by the Party;

9.3.2 if bankruptcy, insolvency, administration or other similar proceedings are initiated in regard to the other Party or it informs the Party or any third party of its permanent or temporary insolvency.

9.4 The Licensee has the right to terminate the Agreement at any time by notifying the Licensor via the Portal. In this case, the Agreement is terminated at the end of the current month, and the account of the Licensee will remain active until the end of the month (licence fee period). At the end of that month (last licence fee period), the Licensee is invoiced for the Geodata Web Service used in the last month (last licence fee period) in accordance to the current payment plan settings chosen by the Licensee.

9.5 Upon termination of this Agreement, the Licence granted to the Licensee shall immediately cease

9.6 Provisions that survive termination or expiration include those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.

10. NOTICES

10.1 Unless otherwise provided for in this Agreement, all notices and other communication shall be in a format which can be reproduced in writing in English, Estonian or Latvian language. All notices and other communication under this Agreement are deemed to be duly delivered if sent via the communication channels available in the Portal or to the email provided by the Licensee on the Portal.

10.2 The Licensee undertakes to ensure that the contact information submitted via the Portal is correct, complete and up-to-date.

11. OTHER

11.1 Entire Agreement. This Agreement sets forth the entire agreement between the Parties in this subject matter and supersedes any prior proposals and representations between the Parties, whether written or oral.

11.2 Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, then that shall not affect: (a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or (b) the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.

11.3 Waivers. All waivers must be in writing. Any waiver or failure to enforce this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.4 Assignment. Neither party shall have the right to assign the Agreement to a third party without the prior written consent of the other party. However, the Licensor shall have the right to assign this Agreement and all of the rights and obligations contained therein to another company directly or indirectly owned by the Licensor, or the Licensor’s direct or indirect parent company or to a third party to which the business related to the Service is transferred.

11.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Estonian laws, excluding its choice of law provisions if it is not fixed otherwise in contract between Licensee and Licensor.

11.6 Disputes. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof shall be finally settled by courts of Estonia or Latvia respectively under the general rules of the Civil Procedure Law of Estonia in Estonia or under the general rules of the Civil Procedure Law of Latvia in Latvia. From among these, the Party (plaintiff) may choose a jurisdiction.