User Terms of Service

To register on this website and use the Services, Clients must expressly accept these Terms and Conditions. Clients must review this document, which defines the rules under which they may register for the Services and under which these Services are provided.

By registering with Woosmap on this website and ticking the box “​I accept the Woosmap APIs General Terms and Conditions”​, Client acknowledges having first reviewed these General Terms and Conditions and accepting them without restriction.

Woosmap advises Client to save or print the GTC without modifying them.

The information legally required by website publishers and Mobile Apps can be found on the “Legal Notices” page.

This Agreement, effective as of the date of the last signature by the Parties (“Effective Date”) by and between: 

WOOSMAP, a French Société par actions simplifiée with its principal place of business located at 5 rue du Plan du Palais, 34 000 Montpellier, France, registered in the Trade and Companies Register of Montpellier under number 983 770 405, duly represented by Jean-Thomas Rouzin acting in its capacity of Chief Executive Officer (“Woosmap”) 

and on the other hand

(the “Client”), each a “Party” and jointly the “Parties” to this Agreement.

Woosmap provides a geolocation platform including a set of geolocation APIs and solutions, intended to be used by its clients to add geolocation-based experiences to their End Users, all as defined hereafter. This Agreement sets forth the terms and conditions governing all Woosmap Services ordered by Client pursuant to an Order Form, on or after the Effective Date of this Agreement and during the term hereof. Each Party acts exclusively in its own name and on its own behalf with respect to the rights and obligations pursuant to this Agreement.  The Parties agree as follows:

1. DEFINITIONS

For the purposes of this Agreement, the following terms beginning with a capital letter, whether used in the singular or plural, shall have the following meanings:

"Account" means, as applicable, the Administrator(s) Account(s) or User Account(s).

“Additional Services” means any additional services that may be provided by Woosmap at the Client’s request, including customization, consulting and/or any additional services subject to the payment of additional fees. Such additional services will be provided after the Client has accepted a specific quotation, detailing the scope of the additional services, provided by Woosmap. 

“Additional Specific Terms” refers to the additional provisions applicable to certain Woosmap API available on the Woosmap Platform, that may complete or supplement the provisions of the General Terms, as further detailed herein. 

“Administrator(s)" means the person authorized by Client to access and manage the Administrator Account(s).

“Administrator(s) Account(s)" means the accounts created by the Client or the Client’s Administrators on the Woosmap Platform via the Console (e.g., creation or deletion of Accounts, access management etc.). 

“Affiliate” of a Party shall mean and include any entity or association controlled by, controlling or under common control with such Party and for the purposes of this definition, the term “control” shall mean: (i) the ownership of more than fifty percent (50%) of the voting shares of the subject entity or association; (ii) the right or power, directly or indirectly, to elect or remove directors; or (iii) the right or power to control management.

“Agreement” means these General Terms, the applicable Additional Specific Terms, their appendices, any Order Form and the Incorporated Documents, including any amendment thereof.

“API” means Application Programming Interface. 

“API Keys” means a secret authentication token as well as a unique identifier generated by the Administrators using the Woosmap Platform and allowing access to an API. An API Key comes with a set of access rights for each Woosmap API associated therewith. API Keys are therefore used to secure a Client’s application calling the Woosmap Platform and monitor its usages.

“Applicable Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to the respective Party under this Agreement. 

“Associated Services” means any maintenance and other support services relating to the Woosmap Platform referred to herein and described in the “Technical Support Services Guideline” available at https://www.woosmap.com/policies/technical-support-service-guidelines (the “Technical Support Services Guidelines”).

“Authorized Users” means unless otherwise stipulated in the applicable Order Form, any person authorized by the Client to access and use the Woosmap Platform and the Woosmap Services under this Agreement.

“Client’s Data” means any information and/or data communicated, provided and/or made available directly or indirectly, to Woosmap and/or its Affiliates in the course of the performance of this Agreement, by Client, any of its Affiliates, Authorized Users and/or any person on their behalf, via the Woosmap Platform, the Woosmap Services or otherwise (including Personal Data and Confidential Information), which remains at any time the property of the Client as further detailed in Section 11.3 of the General Terms.

“Client’s Database” means databases containing Client Data as communicated and/or made accessible to Woosmap and/or its Affiliates, directly or indirectly by Client, any of its Affiliates, its Authorized Users and/or any person on their behalf, via the Woosmap Platform or otherwise, in connection with this Agreement, which are requested by certain Woosmap APIs for operation purposes (as further detailed in the Woosmap APIs Specifications Table) and remain at any time the property of the Client as further detailed in Section 11.3 of the General Terms .

“Console” means the Woosmap web interface dedicated to service administration and usage monitoring located at https://console.woosmap.com, made available by Woosmap to the Client via the Woosmap Platform as part of the Woosmap Services.

“Credits” refers to the amounts prepaid by the Client in the conditions further described in Section 10 of the General Terms for the use of Woosmap API under this Agreement.

“Documentation” means the current user documentation in any form or media as delivered from time to time by Woosmap together with the Woosmap Services for use in connection with the Woosmap Services.

“DPA” means the Data Processing Addendum located at https://www.woosmap.com/policies/dpa, as updated from time to time by Woosmap in the conditions described in Section 3.4 of these General Terms. 

“End Users” means any person using the Client’s Websites and/or Mobile Apps.

“General Terms” means the provisions set out in this Section “General Terms of Services” of this Agreement applicable to the use of Woosmap Services. 

"Identifiers" means the connection identifiers (including usernames and passwords) of the Client's Authorized Users generated as further described in Section 5 of these General Terms.

“Intellectual Property Rights” means authors’ rights and copyrights, inventions, patents and applications to register patents, trademarks and application to register trademarks, design, drawing and model rights, semi-conductor topography rights, database rights, internet domain names, company and business names, trade secrets and know-how, whether registered or not on all creations, or any similar form of protection in force anywhere in the world.

“Mobile Apps” refers to the Client’s mobile applications interfaced with the Woosmap Platform.

“Order Form” means a purchase order or other ordering document, referencing this Agreement, signed, or otherwise accepted by Client and accepted by Woosmap, by which the Client orders to Woosmap the rights to access and use the Woosmap Platform and the Woosmap Services, which is governed by the provisions of this Agreement. 

“Service Levels” or “SLA(s)” refers to the levels of services of the Woosmap Platform that Woosmap undertakes to comply with under this Agreement, as more fully described at: https://www.woosmap.com/policies/sla.

"User(s) Account(s)" means a personal account created by the Administrator for each Authorized User to access and use the Woosmap Platform in compliance with the provisions of this Agreement. 

“Website” refers to the Client’s websites, interfaced with the Woosmap Platform. 

“Woosmap API” means the APIs made available to the Client on the Woosmap Platform under this Agreement for interfacing purposes with the Client’s Websites and/or Mobile Apps, that can be administrated and managed via the Console. The different APIs made available to the Client via the Woosmap Platform that may be used by the Client subject to the payment of the relevant Credits during this Agreement are listed and described at: https://developers.woosmap.com 

“Woosmap APIs Specifications Table” refers to the table available at: https://www.woosmap.com/policies/api-specifications-table identifying the Woosmap APIs specifications. This table is provided to the Client for information purposes only and may be updated from time to time by Woosmap in the conditions described in Section 3.4 of these General Terms.

“Woosmap Data” refers to any information or data communicated, made available and/or used by Woosmap for the provision of the Services to Client, its Affiliates and/or its Authorized Users under this Agreement (including Personal Data and Confidential Information, but excluding in any case the Client’s Data and Databases), which remains at any time the property of Woosmap as further detailed in Section 11.3 of these General Terms.

“Woosmap Database(s)” means databases containing Woosmap Data as communicated and/or made available to Client, its Affiliates, and/or its Authorized Users, directly or indirectly by Woosmap, any of its Affiliates and/or subcontractors, via the Woosmap Platform or otherwise, in the course of the performance of the Woosmap Services, which are requested by certain Woosmap APIs for operation purposes (as further detailed in the Woosmap APIs Specifications Table) and which remain at any time the property of Woosmap as further detailed in Section 11.3 of the General Terms.

“Woosmap Platform” or “Platform” means the Woosmap platform located at https://console.woosmap.com, including in particular the Console, the Woosmap APIs, the Woosmap Data and Woosmap Databases, made available by Woosmap under this Agreement as part of the Woosmap Services and accessible to the Client and its Authorized Users, in the conditions further described in Section 5 of the General Terms.

“Woosmap Service(s)" refers to the rights of access and use granted to the Client and its Authorized Users by Woosmap on the Woosmap Platform as well as the Associated Services and the Additional Services, if any, provided by Woosmap to the Client under this Agreement.

2. PURPOSE

This Agreement sets forth the provisions governing the rights of access and use of the Woosmap Platform by the Client and its Authorized Users as well as the conditions under which Woosmap provides the Client with the Associated Services and the Additional Services, if any, as ordered by the Client pursuant to an Order Form.  

3. CONTRACTUAL DOCUMENTS

3.1 Order of Precedence. The contractual relationship between the Parties is governed by the following documents cited in decreasing order of importance:

(i)The Order Forms, including any amendments thereof; 

(ii)The Exhibits attached to the Order Forms, if any.

(iii)The applicable Additional Specific Terms;

(iv)The General Terms (including any document integrated hereto by reference such as:

• the description of the Woosmap API, available at https://developers.woosmap.com;
• the Technical Support Services Guidelines, available at https://www.woosmap.com/policies/technical-support-service-guidelines ;
• the Woosmap Service Levels, available at https://www.woosmap.com/policies/sla;
• the Woosmap API Specifications Table, available at https://www.woosmap.com/policies/api-specifications-table; 
• the Data Processing Addendum, available at https://www.woosmap.com/policies/dpa (the “Incorporated Documents”).

(v) The Appendices attached to this Agreement, if any.

3.2 In the event of inconsistency or contradiction between one or several provisions stipulated in any document above, the document with a higher ranking shall prevail. Any purchase order, acknowledgment, or other business form either Party issues in connection with this Agreement is solely for the issuing Party’s internal convenience, and will not modify, amend, or supplement the provisions of this Agreement, irrespective of whether it purports to do so, or whether it is countersigned or acknowledged by the other Party. For the sake of clarity, any terms of use made available and agreed by the Client or any Authorized Users via the Woosmap Platform will be supplemented by the provisions of this Agreement, which shall prevail. Parties agree that the general conditions of each of them are not applicable. Unless otherwise expressly provided for by the Parties, any modification of this Agreement must be the subject to a written amendment duly signed by the authorized representatives of both Parties.

3.3 Documents integrated into this Agreement by reference. The Incorporated Documents are made available to Client within this Agreement via hyperlinks redirecting to content available online, which are a part of, and are hereby incorporated by reference into, this Agreement. By entering into this Agreement, Client acknowledges that it (i) has full knowledge of all provisions contained in the Incorporated Documents, (ii) agrees to be bound by and accept (and shall cause its Authorized Users to agree to be bound by and accept) all provisions of the Incorporated Documents; and (iii) has full knowledge of Woosmap’s right to make changes in the provisions of the Incorporated Documents at any time, subject to Section 3.4 of the General Terms.

3.4 Amendments. Woosmap reserves the right to, amend the provisions of the Incorporated Documents at any time, (including by adding new provisions, or deleting or modifying existing provisions) for any reason whatsoever. Woosmap will notify the Client of any material changes to the Incorporated Documents on the Woosmap Platform, in the Client’s account, or via any other means of communication as determined appropriate by Woosmap, which changes shall take effect thirty (30) days after notice to the Client (unless another effective date is specified in the notice). Client agrees to accept (and cause its Authorized Users to accept) all changes made (and further to abide by the amended provisions) as a condition of this Agreement governing the acceptance of the provision of the Woosmap Services to the Client, provided that if the Client does not wish to accept the updated Incorporated Documents, the Client and its Authorized Users must immediately cease accessing and using the Woosmap Platform and Woosmap Services. In such a case, the sole right and remedy of the Client will thus be to (i) terminate this Agreement by providing a written notice of termination to Woosmap within thirty (30) days after being informed of such change; and (ii) receive a reimbursement by Woosmap of any prepaid fees corresponding to the Credits Volume indicated in the applicable Order Form on a prorata-temporis basis. The continued access to the Platform or use of the Woosmap Platform by the Client and/or its Authorized Users is deemed an acceptance of the updated Incorporated Documents.

3.5 Orders. Client may order Woosmap Services from Woosmap only through Order Form placed with Woosmap upon the terms and conditions set forth in this Agreement. Woosmap shall have the right in the exercise of its sole and absolute discretion to reject any purchase order, either in whole or in part, placed by the Client and no purchase order shall be binding upon Woosmap unless accepted by Woosmap in writing or by delivery of Woosmap Services in whole or partial fulfillment thereof. All such Order Forms shall be governed by the provisions of this Agreement.

4. TERM

4.1 Term of the Agreement. This Agreement shall start on the date of its signature by the last of the Parties (the “Effective Date”) and continue in full force and effect for an indefinite term until the expiration or termination of the last outstanding Order (the “Term”). Either Party may terminate this Agreement by giving the other Party three (3) months prior notice in writing at any time (letter with acknowledgment of receipt).

4.2 Term of the Order Forms. The term of the Order Form is indicated in the said Order Forms.

5. CONDITIONS OF ACCESS AND USE OF THE WOOSMAP PLATFORM

5.1 Perimeter of rights. Woosmap grants the Client and its Authorized Users, for the term of the relevant Order Forms(s), the right to access the Woosmap Platform in SaaS mode and use the Console, the Woosmap APIs, and any element made available within the Woosmap Platform for interfacing purposes with the Client’s Websites and/or Mobile Apps under the conditions further described in Section 11.2 of the General Terms and, as applicable, in Section 1.6 of the Additional Specific Terms.

5.2 Access to the Woosmap Platform. Woosmap will provide the Client with a link in order to create its account and access the Woosmap Platform. The Client will create Accounts for Administrator(s) who shall be invited to access the Woosmap Platform and personalize their Identifiers, including their passwords. Administrator(s) will then be able to create User Accounts via the Console. Each time a User Account is created, an activation email will be sent to the Authorized User concerned, inviting her/him to personalize her/his password when she/he first logs on to the Woosmap Platform. In this respect, the Client and its Administrators remain liable for the creation, modification and/or deletion of Administrator Accounts, User Accounts, the use of Identifiers by Authorized Users and the management of access authorizations and related rights. The Client must ensure that its e-mail address and those of its Authorized Users remain valid throughout the term of this Agreement, otherwise, the Client and/or the Authorized Users may no longer be able to access the Woosmap Platform.

5.3 Confidentiality and security. Identifiers and API Keys are personal and confidential. Client and its Authorized Users must choose a unique password that complies with the highest applicable security standards and shall regularly change their passwords to limit security risks. Client is solely liable for the use that the Client and/or their Authorized Users make of Identifiers, API Keys, the Woosmap Platform and any Woosmap Services. Client undertakes to notify Woosmap as soon as possible in the event of potential or actual  misuse of the API Keys and/or Identifiers of one or more of its Authorized Users, or in the event of a security breach in this context as soon as it becomes aware of it. Any operation made on the Woosmap Platform via an Administrator and/or User Account(s) and/or via the Client’s and Authorized Users’ Identifiers will be deemed performed by the Client and made under its sole responsibility and liability. Client hereby acknowledges and agrees that the Woosmap Platform shall be considered as the only valid evidence of the nature, substance, date and time of the operations performed by the Client, in particular in relation with its consumption of Credits.

5.4 Restrictions of use. Client and any Authorized User accessing the Woosmap Platform shall not i) use the Woosmap Platform and/or the Woosmap Services for purposes other than those strictly provided for in this Agreement or in any way prohibited by Applicable Law or regulation; ii) use the Woosmap Platform and/or any Woosmap Services in violation of the rights of any third-party ; iii) use the Woosmap Platform and/or Woosmap Services in a manner that may damage the Woosmap Platform and/or the Woosmap Services or interfere with their use by another customer; iv) sell, rent, sub-license, market, distribute, transfer or make available to any person, in any way whatsoever, the Woosmap Platform and/or the Woosmap Services available other than to the Authorized Users; (v) provide any type of service to a third-party in connection with the Woosmap Platform and/or the Woosmap Services, including in particular consulting, training, assistance, support, maintenance, outsourcing, office service, configuration or development services; vi) modify (except as permitted and described in the Documentation and this Agreement), adapt, reverse engineer, decompile, disassemble or otherwise translate all or part of the Woosmap Platform; vii) correct errors, defects and any other anomalies in the Woosmap Platform and/or the Woosmap Services; viii) violate Woosmap's legitimate interests and in particular its Intellectual Property Rights and other rights relating to or related to the Woosmap Platform and/or the Woosmap Services; or ix) remove or modify the Woosmap trademark, logo or any other distinctive sign contained in the Woosmap Platform and/or the Woosmap Services; or x) may not cache, store, or index the Data outside of the Service. An exception may be made for limited quantities of Data for the purpose of integrations performance and only if such storage does not exceed 30 days, is properly secured and does not impact the accounting of calls to the Services.

6. PROVISION OF SERVICES

6.1 Associated Services - Support. Woosmap provides the Client with a dedicated support service by providing technical assistance available in the conditions described in the Technical Support Services Guidelines. Unless otherwise provided for in an Order Form, the price of the Associated Services is included in the Credits paid by the Client for the access and use of the Woosmap Platform by the Client and its Authorized Users, as set out in Section 10 of the General terms and the applicable Order Form.

6.2 Associated Services – Maintenance. Woosmap provides the Client with maintenance Services under the conditions further described in the Technical Support Services Guidelines. Subject to the cases expressly referred to below and unless otherwise provided for in an Order Form, the price of the Associated Services is included in the Credits paid by the Client for the access and use of the Woosmap Platform as set out in Section 10 of the General Terms and in the applicable Order Form. The provision of the Woosmap Platform and the provision of the Associated Services to the Client are intrinsically linked and may not be dissociated in any way. Woosmap is not required to provide the maintenance Services and shall not be liable in any way in the following cases: i) refusal by the Client and/or the Authorized User concerned to actively cooperate with Woosmap in resolving the anomalies and in particular to answer requests for information; ii) misuse of the Woosmap Services regarding in particular the Woosmap Services’ purposes, Documentation and/or Woosmap's instructions; iii) in the event of unauthorized modification of all or part of the Woosmap Platform by the Client and/or any Authorized User; iv) in the event of anomalies due to failures of Internet communication networks and/or due to the actions of a third-party; v) in the event of anomalies related to a Force Majeure event. However, if the Client so requests, Woosmap may, if possible, work on resolving any malfunctions and anomalies encountered in the cases listed above. In such case, the Client acknowledges and agrees that Woosmap will invoice the Client of such additional work at Woosmap's rate in effect at the date of its intervention.

6.3 Additional Services. Woosmap may provide set-up and customization, assistance or training services to the Client upon request.

6.4 Acceptance. When applicable, the purpose of the acceptance procedure is to verify the conformity of the Additional Services with the provisions of this Agreement, as further described in the applicable Order Form. The acceptance and withdrawal of reservations shall be confirmed in writing by the Client and shall give rise to the signature of an acceptance report signed by each of the Parties. Parties however acknowledge and agree that any acceptance procedure that has not been expressly pronounced by the Client within one (1) month following the provision of the Additional Services by Woosmap shall be deemed approved by the Client.

7. WOOSMAP’S OBLIGATIONS

7.1 Woosmap Obligations. Woosmap undertakes to provide the Woosmap Services to the Client and to perform its obligations under this Agreement in a professional manner in accordance with good industry practice, in accordance with the provisions of this Agreement and the Service Levels. The Woosmap Services are performed by the personnel of Woosmap, who alone determines the composition of its work team, the organization of tasks and ensure the supervision, direction and control of its employees. Regardless of the term of this Agreement, the personnel therefore remain in all circumstances under Woosmap's hierarchical authority. Woosmap is directly responsible for the direction, discipline and safety of its personnel and its staff members may under no circumstances be considered as the Client's employees.

7.2 Service Levels and Services Credits. Woosmap undertakes to provide the Woosmap Platform to the Client in accordance with the Service Levels. If Woosmap fails to meet the Monthly Uptime Percentage (as defined in the SLAs) for a calendar month, Woosmap shall provide, at Client’s request, Service Credits for the affected part of the Woosmap Services, as further described in the SLAs. Without prejudice to Client’s rights under Section 12.1 or Section 17.1, the remedies set forth in this Section shall be Client’s exclusive right and remedy and Woosmap’s sole obligation and liability for Woosmap’s failure to comply with the Service Levels.

8. CLIENT’S OBLIGATIONS

8.1 Client Obligations. Client shall: (a) have sole responsibility for the accuracy, quality, and legality of all Client’s Data and Client’s Databases; and (b) use reasonable endeavours to prevent unauthorised access to, or use of, the Woosmap Services, and shall notify Woosmap promptly of any unauthorised access or use.  Client shall not: (i) use the Woosmap Services in violation of Applicable Laws; (ii) in connection with the Woosmap Services, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) knowingly send or store malicious code in connection with the Woosmap Services; (iv) knowingly interfere with or disrupt performance of the Woosmap Services or the data contained therein; (v) attempt to gain access to or use the Woosmap Services or its related systems or networks in a manner not set forth in the Documentation; or (vi) knowingly create multiple accounts and subscribe to different Offers in order to keep usage below the Credits Limit for the Free Plan or their main licence. Client is responsible for its Authorized Users’ compliance with this Agreement and any act, omission or breach by its Authorized Users shall be deemed an act, omission or breach by the Client.

8.2 Cooperation. The Client undertakes to cooperate loyally and actively with Woosmap, in particular, to communicate and/or allow Woosmap to access the information, documents and any other elements necessary for the performance of the Services.

8.3 Client’s Databases. The Client’s Databases uploaded by the Client into the Woosmap Platform for the operation of certain Woosmap API necessary for the provision of the Woosmap Services shall comply with any pre-requisite available at https://developers.woosmap.com or otherwise communicated by Woosmap.

9. COOPERATION OF THE PARTIES

9.1 Cooperation. Parties undertake to fully cooperate in the proper performance of the Agreement. Client and Woosmap shall take all necessary measures, each with regard to their respective staff, to facilitate the performance of this Agreement during its term and in particular: i) to ensure the availability, collaboration and competence of its staff members; ii) to consult each other without delay in order to deal with any unforeseen situations or situations that may require resolving; iii) to cooperate, with regard to Woosmap with any third-party service providers who could be in charge of work in liaison with the Woosmap Services.

9.2 Key Contact. Each Party shall designate points of contact from among its staff to centralize all information and questions and communicate with the other Party (hereinafter “Key Contact”), which are identified in the applicable Order Form.

10. PRICES AND PAYMENT TERMS

10.1 Prices. In consideration of the rights, licenses and Woosmap Services provided under this Agreement, the Client shall pay to Woosmap the amounts corresponding to the volume of Credits subscribed by the Client in the applicable Order Form for the use of the Woosmap Platform (the “Credits’ Volume”) and to any prices indicated in the applicable Order Form for the provision of any Additional Services. Unless otherwise stated in the applicable Order Form: i) the prices corresponding to the Credits Volume are payable annually in advance; ii) Client shall pay all invoices by wire transfer within thirty (30) days from the date of invoice.

10.2 Credits Volume consumption. The Credits Volume allows the Client to use any eligible Woosmap APIs of its choice. The consumption of the Credits’ Volume depends on the number of requests that occurred between the Woosmap APIs used by the Client and the concerned Websites and/or the Mobile App (the “Requests”).

10.3 Credits Volume’s term. When delivered, a Credit is valid for the term indicated in the applicable Order Form. The Credits’ Volume not used by the Client during the period for which they are dedicated (as indicated in the applicable Order Form) cannot be transferred to another period and/or be refunded, in whole or in part, by Woosmap. The number of Requests is recorded by the Woosmap Platform. The Client expressly acknowledges and agrees that information relating to Requests as made available on the Woosmap Platform shall be deemed valid evidence of the Client’s consumption of the Credits’ Volume and shall be subject to the provisions of Section 22 of the General Terms.

10.4 Reporting and increase of Credits’ Volume. Once the Credits’ Volume allocated to the Client is consumed, the Client is informed that she/he will no longer be able to use the Woosmap Services as her/his Credits’ Volume is reached.

10.5 Late payments. Without prejudice to any damages Woosmap may claim otherwise and its other rights (including without limitation to terminate the Agreement under the provisions of Section 17.3 of the General Terms), Woosmap shall be entitled, in the event of failure by Client to respect payment deadlines, to (i) automatically apply late payment interest equal to three (3) times the legal interest rate calculated per day of delay from the date the payment is due until the effective payment date (or any other late payment interest to the maximum extent permitted by the Applicable Law as indicated in the Order Form), without any formal notice being necessary; (ii) in addition to late payment interests, request the payment of a lump sum of forty (40 euros) for recovery costs in accordance with Articles 441-10 and D.441-5 of the French Commercial Code (or any other lump sum for recovery costs in accordance with and to the maximum extent permitted by Applicable Law, as indicated in the Order Form). Where the recovery costs incurred exceed the amount of this fixed indemnity, Woosmap may request additional compensation, upon justification; and (iii) suspend the access to the Woosmap Services with no prior notice, without liability to the Client, until such amounts are paid in full.

10.6 Taxes.  All prices are exclusive of taxes.  The Client shall be responsible for payment of any and all taxes, including fees, duties, excises, import VAT, or similar charges of any nature whatsoever, now in force or enacted in the future, that are levied, assessed, charged, withheld, or collected for or in connection with the transfer or usage, to the extent authorized hereunder, of the Woosmap Services provided hereunder or otherwise arising in connection with this Agreement, but excluding domestic taxes based on Woosmap’s net income. If the Client is required to withhold, deduct, or pay for any tax from the amount of fees to be paid under this Agreement, then the Client shall pay such additional amount to Woosmap as is necessary to ensure that Woosmap receives a sum equal to what would have been received had no such withholding, deduction or payment been required.

11. INTELLECTUAL PROPRETY RIGHTS

11.1 Rights on preexisting elements

Each Party shall remain the sole owner of the works and/or material (whether or not protected by Intellectual Property Rights) that it owned before the Effective Date of this Agreement.

11.2 Rights of access to and use of the Woosmap Platform

11.2.1 In consideration of the payment of Credits and prices set out in the applicable Order Form and provided that the Client and its Authorized Users comply with the provisions of this Agreement, Woosmap grants the Client, from the Effective Date and for the term  set out in the applicable Order Form, a non-exclusive, limited, worldwide and non-transferable (including by sublicense):

- Right to access in Saas mode and use the Woosmap Platform and all components contained therein as well as any Documentation related thereto; 

- Right to allow the Authorized Users to access in Saas mode and use the Woosmap Platform and all components contained therein as well as any Documentation related thereto.

11.2.2 Client and its Authorized Users shall only use the Woosmap Platform for the purpose of i) interfacing the Woosmap API with the Client’s Websites and/or Mobile Apps for their End Users to benefit from the Services; and ii) consulting any information relating to the Woosmap Services (e.g., information relating to the Woosmap API etc.) (the “Intented Purposes”). The Client and its Authorized Users are authorized to use the Woosmap Platform solely for the Intended Purposes and for the internal business needs of the Client only, any commercial exploitation of the Services being excluded.

11.2.3 Except for the limited rights expressly granted to the Client under this Section of these General Terms, Woosmap is and remains the exclusive owner of all rights (including Intellectual Property Rights) in or to the Woosmap Platform, all its components (including, but not limited to the Console, the Woosmap APIs, Woosmap Data and Woosmap Databases) and the related Documentation made available to the Client and its Authorized Users by Woosmap under this Agreement. Any rights relating to know-how, trade secrets, confidential information, techniques, programs, tools, integrations, improvements and/or documents developed by Woosmap connection with the provision of the Woosmap Services or co-developed by the Parties in connection with this Agreement, shall remain the exclusive property of Woosmap. As such, Client undertakes not to delete, modify or alter any mention of or notice relating to Intellectual Property Rights displayed or provided by the Woosmap Services. Woosmap Services (including the Woosmap Platform and any component therein, the Console, the Woosmap APIs, Woosmap Data and Woosmap Databases and any element provided by Woosmap to the Client under this Agreement) are confidential in nature and not in the public domain.

11.3 Property rights on Data and Databases

11.3.1 Data. Woosmap is and remains the owner of the Woosmap Data (and all Intellectual Property Rights therein) made available to the Client and used for the provision of the Woosmap Services. Client is and remains the owner of all Client’s Data (and all Intellectual Property Rights therein) it uses via the Woosmap Platform and provided to Woosmap under this Agreement.

11.3.2 For Woosmap API operating with Woosmap Databases. Certain Woosmap APIs (as further detailed in the Woosmap APIs Specifications Table) operate by requesting Woosmap Databases integrated into the Woosmap Platform and made available to Client by Woosmap as part of the provision of the Woosmap Services. In such a case, Woosmap Databases are and remain the exclusive property of Woosmap or its licensors and the Client acknowledges that Woosmap or its licensors have made the necessary investments (financial, material or substantial human) for their creation, verification or presentation. In this respect, Client acknowledges and agrees that Woosmap or its licensors are the owner of all Intellectual Property Rights in or in relation to the Woosmap Databases and to the Woosmap Data it contains, and in particular the copyright and the rights of the database producer provided for in Articles L. 341-1 et seq. of the Intellectual Property Code and that the Client will not claim any rights (including Intellectual Property Rights) in or in relation to the Woosmap Databases except for the limited rights expressly granted to the Client under this Section of these General Terms.

11.3.3 For Woosmap API operating with Client Data and Client Databases. Certain Woosmap APIs (as further detailed in the Woosmap APIs Specifications Table) operate by requesting Client Databases uploaded by the Client into the Woosmap Platform. In such a case, Client Databases are and remain the exclusive property of the Client. The Client grant a free, non-exclusive, and worldwide right to Woosmap, its Affiliates and any subcontractor for the entire term of this Agreement, to use the Client’s Data and Client’s Databases uploaded into the Woosmap Platform for the sole purpose of providing the Woosmap Services the Client. 

11.4 Third Party Products

11.4.1 Certain components of the Woosmap Services (including open source databases and programs) are subject to third party Intellectual Property Rights as well as publicly available third party license terms (the “Third Party Products”), which are made available to Client at https://www.woosmap.com/policies/third-party-os-products and/or shall be provided by Woosmap to Client on request.

11.4.2 Before any use of the Woosmap Services, Client shall read and accept the above mentioned Third Party Products’ license terms and comply with any provisions contained therein. Under no circumstances shall Woosmap (or its respective Affiliates) be liable for any direct or indirect damage caused to the Client, its Authorized Users and/or its subcontractors arising from or relating to the use of the Third-Party Products. In addition, the Client acknowledges and agrees that any SLA, Service Credits, warranty and any other terms relating to quality and/or indemnification provided by Woosmap under this Agreement are not applicable to Third Party Products.

11.5 Client’s Feedback

If the Client provides Woosmap with feedback about the Woosmap Services, the Client agrees that Woosmap may freely use, exploit and make available any and all feedback, suggestions, ideas, enhancement requests, recommendations or other information the Client’s provide to Woosmap relating to the Services (the “Feedback”) without obligation to Client, and Client irrevocably assigns to Woosmap all right, title, and interest in that Feedback.

11.6 Indemnification

11.6.1 Indemnification by Woosmap. Woosmap undertakes to defend, indemnify and hold the Client harmless from and against any and all liabilities, damages and costs arising out of any claim by a third party alleging that the Woosmap Services (excluding Third Party Products) infringe any intellectual property rights of a third-party. Such indemnity, however, is specifically exclusive of any such claims which arise or result from i) the use of the Woosmap Services in violation of the provisions of this Agreement and/or misuse of the Woosmap Services; ii) modification of the Woosmap Services by any person other than Woosmap and/or alteration of the Woosmap Services as provided by Woosmap; iii) use of the Woosmap Services in combination with any other product, software and/or services not authorized/approved by Woosmap; iv) Client or third party content and/or software including databases, used via the Woosmap Platform. This indemnification shall extend only to damages and costs (including reasonable legal fees) finally awarded against the Client by a court of competent jurisdiction or agreed to as a result of a written settlement entered into with the prior written consent of Woosmap. This indemnification is granted to the Client, provided that (i) the Client promptly notifies in writing Woosmap of any claim or legal action brought pursuant to this Section; (ii) the Client does not make any admission of liability, agreement or compromise in relation to the claim without the prior written consent of Woosmap; (iii) the Client provides Woosmap with reasonable assistance and cooperation in the defense and settlement of any claim, including by providing Woosmap with reasonable access to its premises and/or to any relevant information or records so as to enable  Woosmap to assess and/or defend such claim;  and (iv) Woosmap shall have exclusive control over the defense of such claim and any related settlement discussions.

If such claim is made, or if in Woosmap reasonable opinion is likely to be made, Woosmap may at its sole option and expense: i) secure the right for the Client to continue using the Woosmap Services in accordance with the provisions of this Agreement, ii) modify the Woosmap Services so that the Woosmap Services cease to be infringing, or iii) replace the Woosmap Services with another element with similar functionalities. If none of the foregoing options is available on terms which are reasonable in Woosmap's judgment, Woosmap may terminate the Woosmap Services concerned or the Agreement. In such a case, Woosmap shall refund all prepaid but unused Credits or prices paid hereunder for the affected Woosmap Services. This Section states Woosmap’s entire obligation and liability and Client’s exclusive right and remedy for any claim of infringement of intellectual property rights.

11.6.2 Indemnification by the Client. The Client warrants to Woosmap that the Client holds all the rights and authorizations necessary for the use of the Client Data and Client Databases and that the Client has accordingly obtained and will maintain all the rights and has made and will make all payments that may be required. Client undertakes to defend, indemnify and hold Woosmap harmless from and against any and all liabilities, damages and costs arising out of any claim, proceeding or legal action by a third party or a competent authority alleging that the Client Data and/or Client Databases and/or any element provided by the Client and/or any Authorized Users under this Agreement and/or any breach of the Client’s obligations under this Agreement, result in a violation of any third party’s rights (including any Intellectual Property Rights). This indemnification shall extend only to damages and costs (including reasonable legal fees) finally awarded against Woosmap by a court of competent jurisdiction or agreed to as a result of a written settlement entered into with the prior written consent of the Client. This indemnification is granted to Woosmap, provided that (i) Woosmap promptly notifies in writing the Client of any claim or legal action brought pursuant to this Section; (ii) Woosmap does not make any admission of liability, agreement or compromise in relation to the claim without the prior written consent of the Client; (iii) Woosmap provides the Client with reasonable assistance and cooperation in the defense and settlement of any claim;  and (iv) the Client shall have exclusive control over the defense of such claim and any related settlement discussions.

12. WARRANTY

12.1 General Warranty. Woosmap warrants that for a period of 90 days  from delivery to Client, the Woosmap Platform any release relating thereto made available to Client shall perform materially in accordance with the Documentation. In the event of a breach of the warranty, the Client’s exclusive right and remedy and the entire liability of Woosmap under this limited warranty will be at Woosmap sole option to: (i) correct the non-conforming part of the Woosmap Platform at no additional charge to Client;  (ii) replace the non-conforming part of the Woosmap Platform or provide a reasonable workaround so that the Woosmap Platform achieves the functionality described in the Documentation; or (iii) if Woosmap is unable to correct such deficiencies after good-faith efforts, refund Client any amounts in proportion to the amounts payable attributable to the defective part of the Woosmap Platform at the date Woosmap received such notice or Client provides evidence that the defect has occurred. Client shall notify Woosmap in writing within thirty (30) days of identifying a deficiency, but Client’s failure to notify Woosmap within such period shall not affect Client’s right to receive warranty remedies unless and to the extent that Woosmap is somehow unable to, or impaired in its ability to, correct the deficiency due to Client’s failure to notify. Notice of breaches of the warranty shall be made through [email protected] . The remedies set forth in this Section shall be Client’s exclusive right and remedy and Woosmap’s sole obligation and liability for breach of these warranties unless the breach of warranty constitutes a material breach of this Agreement, in which case Client may elect to terminate this Agreement in accordance with Section 17.1.

12.2 Limitations - This Warranty does not apply if (i) the Woosmap Services (a) have been altered, except by Woosmap, (b) have not been installed, operated, repaired, or maintained in accordance with instructions provided by Woosmap, or (c) have been subjected to misuse, or negligence; or (ii) the problem is caused by a Third Party Product.

12.3 Warranties Disclaimer.  Except where expressly stated, the foregoing warranties are in lieu of and exclude all other warranties, representations, conditions and other terms, whether express or implied, including, without limitation, any implied terms as to quality, merchantability, fitness for a particular purpose, title or non-infringement.  Woosmap disclaims all liability for any use or application of any Woosmap Services, or the results or decisions made or obtained by users of the Services. Woosmap does not warrant or make any other commitment that (i) the functions of any Woosmap Services (including the Woosmap Platform and any element therein) will meet Client's requirements or will enable the Client to achieve any intended results, (ii) the operation of the Woosmap Services will be uninterrupted or free of errors. Client shall be solely responsible for ensuring that the results produced by the Woosmap Services comply with quality and safety requirements of Client’s products or services.  Woosmap exercises no control over and assumes no responsibility or liability for any Client’s or third-party content provided to Woosmap or uploaded and/or used via the Woosmap Platform. This warranties’ disclaimer applies to the maximum extent permitted by Applicable Law.

13. LIMITATION OF LIABILITY

13.1 Liability. Subject to Sections 13.2 and 13.3, each Party shall be liable for direct damages, which are caused by a Party and/or its Authorized User, its subcontractors or Affiliates, to the other Party or to third parties in connection with the performance of this Agreement.

13.2 Indirect damages. Under no circumstances shall a Party be liable for any indirect damage that aParty, its Authorized Users and/or its subcontractors cause to the other Party, including without limitation claims for lost profits, business interruption, loss of turnover and/or loss of data that in any way relate to this Agreement (including all related Order Forms) and/or the Woosmap Services, whether or not Woosmap has been advised of the possibility of such damages and notwithstanding the failure of the essential purpose of any remedy. Woosmap shall not be liable for the loss, destruction, alteration and/or disclosure of the Client’s Data and/or Client’s Databases by the Client or a third party having accessed the Woosmap Platform using the Client's and/or its Authorized User's Identifiers.

13.3 Liability Cap. Except for Section 13.4, in no event shall Woosmap (or its respective Affiliates) total aggregate liability for any and all claims (individually and in the aggregate) arising out of or related to this Agreement, exceed the total amount of fees paid by the Client for the Woosmap Services pr event which caused or gave rise to the damages or loss in the twelve (12) months period prior to the occurrence of the cause of action giving rise to the claim, less any Service Credits provided in accordance with Section 7.2.

13.4 No limitation. Notwithstanding the foregoing, each of the Parties is liable without limitation with respect to: (i) death or personal injury; (ii) fraud, fraudulent misrepresentation, willful misconduct or gross negligence; (iii) either party’s IP indemnification obligations in Section 11.5; and (iv) Client’s payment obligations.

14. FORCE MAJEURE

14.1 “Force Majeure Event” means any circumstance not within a Party's reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent, collapse of buildings, fire, explosion or accident, any labor or trade dispute, strikes, industrial action or lockouts (other than in each case by the Party seeking to rely on this clause, or companies in the same group as that Party), interruption or failure of utility service.

14.2 Provided it has complied with Section 14.3, if a Party is prevented, hindered, or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (the “Affected Party”), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

14.3 The corresponding obligations of the other Party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party. The Affected Party shall: (i) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and (ii) use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.

14.4 If the Force Majeure Event prevents, hinders, or delays the Affected Party's performance of its obligations for a continuous period of more than two (2) months, or if, upon its occurrence, it causes for the Affected Party a definitive impediment to perform its obligations, either Party shall be entitled to terminate this Agreement or, as the case may be, the relevant Order Form, by giving written notice to the other Party by registered letter with acknowledgment of receipt. Such termination shall be effective upon receipt of such registered letter without liability to either Party.

15. CONFIDENTIALITY

15.1 “Confidential Information” means any non-public information, know-how and/or trade-secret communicated by one Party to the other, and/or accessed by a Party, on any medium, in writing, orally or by any means whatsoever, during the negotiations and/or the performance of this Agreement, which i) is clearly marked as “Confidential”, or ii) shall be understood as confidential by any reasonable person, including but not limited to the Woosmap Platform, the Console, the Woosmap APIs, the Woosmap Data, Woosmap Databases, any commercial and financial information, software, source codes and any Woosmap know-how or trade-secrets.

15.2 The following information is not deemed Confidential Information: (a) information that is already in a Party’s possession at the time of disclosure, as duly evidenced by such Party in writing, or (b) information that is now in or enters the public domain other than through unauthorized disclosure by the receiving Party and without a breach of this Agreement, or (c) information that is rightfully received by a Party from a third party who has a right to disclose such Information and without any obligation to keep it confidential, or (d) information that is independently developed by a Party without use or reference to any of the Confidential Information, or (e) information that is required to be disclosed with respect to any applicable legislation, regulation law or court order (in which case it shall be disclosed only to the extent required and when permitted by law after having notified in writing the disclosing Party).

15.3 Each party receiving Confidential Information undertakes to, i) hold said Confidential Information in strict confidence and not to publish or disclose Confidential Information to third parties except as provided below; ii) not to use the Confidential Information for any purpose other than that provided in this Agreement  ; iii) take all measures necessary to protect confidentiality; iv) limit circulation and access to its Authorized Users, employees, consultants or sub-contractors, or those of its Affiliates on a need-to-know basis (the “Representatives”) and v) ensure that its Representatives are required to protect the Confidential Information on terms consistent with this Agreement and accept responsibility for each Representative’s use of Confidential Information. All Confidential Information shall remain the exclusive property of the Party from which it originated.

15.4 Parties’ obligations with respect to Confidential Information shall remain in effect for the Term of the Agreement and for a period of five (5) years after the expiration or termination of this Agreement.

16. DATA PROTECTION

16.1 In the context of the provision of Woosmap Services under this Agreement, Parties acknowledge and agree that several types of Processing of Personal Data are implemented for which the roles, obligations and responsibilities of the Parties are different and further described in the DPA.

16.2 Please read carefully the DPA available at: https://www.woosmap.com/policies/dpa.

17. TERMINATION

17.1 Termination for cause. Without affecting any other right or remedy available to the Parties, either Party may immediately terminate these General Terms and the Additional Specific Terms and/or any applicable Order Form, as of right if such other Party:

• is in breach of any of its material obligations under these General terms, the Additional Specific Terms and/or any applicable Order Form and has failed to remedy such breach within thirty (30) days after notice thereof; or,
• defaults in the performance of any of its obligations under the terms and conditions of this Agreement which default by its nature, cannot be remedied; or,
• engages directly or indirectly in any attempt to defraud the other Party.

The effective termination of the General Terms and the Additional Specific Terms and/or the Order Form shall take effect, as applicable, on the day following the expiration of the remediation period mentioned in Section 17.1 (a) or immediately following receipt of the initial notice sent by the non-defaulting Party in cases set out in Sections 17.1 (b) and (c).

17.2 Termination for insolvency:  To the maximum extent permitted by Applicable Laws, either Party may terminate this Agreement, as of right upon written notice to the other Party, if a Party is unable to pay any and/or all of its debts as they become due or becomes insolvent or ceases to pay any and/or all of its debts as they mature in the ordinary course of business, or makes an assignment for the benefit of its creditors or is liquidated or dissolved or if any proceedings are commenced by, for or against it under any bankruptcy, insolvency, reorganization of debts or debtors relief law, or law providing for the appointment of a receiver, administrator,  or trustee in bankruptcy or other encumbrancer.

17.3 Woosmap’s right to terminate: Woosmap may also terminate the Agreement as of right forthwith upon written notice to Client: 

• If the Client has failed to make payment of any sums due under this Agreement within fifteen (15) days after notice thereof;
• If the Client or any of its Authorized Users or employees is charged with a criminal offense that in Woosmap’s reasonable opinion would impair Woosmap’s reputation;
• If the Client or any Authorized User violates any Woosmap’s Intellectual Property Rights and other rights relating to the Woosmap Services.

The effective termination of the Agreement shall take effect, as applicable, on the day following the expiration of the remediation period mentioned in Section 17.3 (a) or immediately following receipt of the initial notice sent by the non-defaulting Party in cases set out in Sections 17.3 (b) and (c). 

18. CONSEQUENCES OF TERMINATION AND/EXPIRATION OF THE AGREEMENT

18.1 General principles. In the event of any termination or expiration of this Agreement for any reason whatsoever: (i) all rights and licenses granted by one Party to the other will immediately cease; (ii) each Party will promptly return to the other Party, or destroy and certify the destruction of, all of the other Party’s Confidential Information and materials as described in Sections 18.3 and 18.4 hereunder; (iii) all payments owed by one Party to the other Party will become immediately due and payable. Expiration or termination of these General Terms and the Additional Specific Terms and/or any Order Form shall not relieve Client of its obligation to pay all fees that have accrued or are otherwise owed by Client under this Agreement. Unless otherwise provided for in this Agreement, Client shall not be entitled to any refund or credit for early cancellation or termination of any Woosmap Services under this Agreement. 

18.2 Consequences on the Order Forms. Upon the effective date of termination or expiration of this Agreement: (i) the Client will not have the right to submit any further order under this Agreement ; (ii) the provisions of this Agreement shall continue to apply for the purpose and the remaining terms of the outstanding Order Forms.

18.3 Restitution of Woosmap materials. Immediately upon expiration or termination of this Agreement for any reason whatsoever, the Client shall promptly (i) return to Woosmap all copies of Woosmap Data, Confidential Information, Documentation or any element provided by Woosmap to the Client or accessed by the Client under this Agreement, if any; and (ii) to the extent any such material cannot be returned to Woosmap, erase or destroy all copies of Woosmap Data, Confidential Information, Documentation and other materials under the Client’s control, including all copies that are fixed or running in machines controlled by the Client. In addition, an authorized representative of the Client shall certify in writing to Woosmap that the Client has complied with the requirements of this Section.

18.4 Restitution of Client’s Data and Databases. As from the date of expiry or termination of the Agreement for any reason whatsoever, Woosmap will allow the Client to recover all the Client’s Data and Databases contained on the Woosmap Platform, under the conditions described below. Woosmap undertakes to maintain access to the Woosmap Platform for a period of fifteen (15) days from the expiration or termination of this Agreement to allow the Administrator to recover all of the Client’s Data and Client’s Databases by using the export functionality made available on the Woosmap Platform. At the end of this period, access to the Woosmap Platform will be terminated by Woosmap.

18.5 Surviving obligations and limitations: Neither the termination nor expiration of this Agreement shall release either Party from the obligation to pay any monies that may be owing to the other Party or operate to discharge any liability that had been incurred by either Party prior to any such termination or expiration. Termination of this Agreement, in part or in whole, will not limit either Party from pursuing other remedies available to it or affect the continuation of any other term that is expressly stated to survive, or impliedly survives, termination.

19. AUDIT

19.1 Records. During the term of this Agreement and for a period of three (3) years thereafter, Client shall establish and maintain accurate information records relating to the use of the Woosmap Platform including, without limitation, the list of Authorized Users accessing and using the Woosmap Platform. Woosmap shall have the right at any time, at its own expense and under reasonable conditions of time and place, to review and copy these records and/or the Client’s use of the Woosmap Services.

19.2 Audit. During the term of this Agreement and for a period of three (3) years thereafter, Woosmap shall also verify Client’s compliance with the terms of the Agreement and may conduct an audit on Client’s premises during normal business hours, in a manner that minimizes disruption to its business. If the audit reveals unauthorized use of any of the Services, Client shall promptly pay to Woosmap any amounts owed as a result of such unauthorized use at the then current list price.  In addition, Client shall reimburse Woosmap for the cost of such audit if such unauthorized use is five percent or greater of Client’s authorized use for the Woosmap Services. The above is without prejudice to any other remedy that Woosmap may claim.

20. ASSIGNEMENT

20.1 Any subcontract, assignment, delegation, or other transfer (including without limitation, by way of merger, acquisition, divestiture, or change of control or contribution in kind) of this Agreement, or any of Client’s rights, duties, benefits or obligations hereunder in any case by Client is subject to Woosmap’s prior written approval.  Any attempt to do so without such consent is void.  Any approved transfer of licenses may be subject to an adjustment of charge.

20.2 Woosmap may, at any time during the term of this Agreement, freely assign or otherwise transfer this Agreement to any of its Affiliates without Client’s consent.  Client hereby already consents to such assignment or transfer, which shall as of principle take effect upon Woosmap notifying the assignment to the Client. Upon the effective date of the assignment or transfer of this Agreement, in the conditions mentioned above: (i)  Woosmap shall be relieved of all rights, obligations and/or liabilities vis à vis the Client under the Agreement, arising in respect of events postdating the effective date of the assignment, and (ii) the Woosmap assignee Affiliate shall replaces Woosmap for the performance of the Agreement entered into with the Client. 

21. SUBCONTRACTING

21.1 Woosmap may subcontract all or part of the Woosmap Services without the prior written consent of the Client. Should the subcontracting imply processing of Personal Data, the provisions of the DPA shall apply.

21.2 In the event of subcontracting, Woosmap remains fully liable for the proper performance of the subcontracted Woosmap Services.

22. AGREEMENT ON EVIDENCE

22.1 In so far as may be required, in the relationship between the Parties, the Client acknowledges and agrees that information from the Client in the Woosmap Platform shall be considered to be valid evidence:

• of the nature, substance, date and time of the Client’s Data, Client’s Databases, Woosmap Data recorded, read, modified and deleted on the Woosmap Platform and of any information exchanged via the Woosmap Platform;  
• of the use of the Identifiers, API Keys and the dates and times of such use; 
• of the nature, substance, date and time of the operations performed by the Client and its Authorized Users on the Woosmap Platform;  
• of all correspondence and information exchanged between Woosmap and the Client via the Woosmap Platform; and 
• the date, time and volume of Requests and any information relating to the Credits’ Volume.

23. EXPORT CONTROL

23.1 Export to Client of the Woosmap Platform and/or Woosmap Services is subject to all applicable countries’ export and re-export laws and regulations. Woosmap shall have no liability towards Client if necessary authorizations, licenses or approvals are not obtained.

23.2 Client shall not export or re-export, either directly or indirectly, the Woosmap Platform and/or Woosmap Services,  or any part thereof, or any process or service that is the direct product of the Woosmap Platform and/or Woosmap Services (the foregoing collectively referred to as the “Restricted Components”) when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval.  

23.3 Client hereby warrants to Woosmap that none of the Restricted Components shall be used in violation of any applicable export laws, including for proliferation of any nuclear, chemical or biological weapons or missile delivery systems and shall not be diverted to any country, company or individual if prohibited by the applicable export laws of any country. If Client violates these provisions, Woosmap may terminate this Agreement and access to the Woosmap Platform and/or Woosmap Services hereunder forthwith upon written notice.

24. MISCELLENEAOUS

24.1 Notices. Unless expressly stated otherwise, all notices under this Agreement shall be in writing. Notices to Woosmap shall be sent to the address shown in the introductory paragraph of this Agreement addressed to the attention of the Legal department with a copy sent by email to [email protected]. Notices to Client shall be sent to the address shown in the recitals of this Agreement or in any applicable Order Form. Each party may modify its recipient of notices by providing notice pursuant to this Agreement.

24.2 Insurance. Each Party shall subscribe and maintain for the entire term of this Agreement, at its own cost, adequate insurance policies against the usual risks for amounts commensurate with the exposure of all the obligations contained in this Agreement. 

24.3 Relationship of the Parties. The Parties are independent contractors.  This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.  The Parties confirm that it is not their intention to confer any rights on any person who is not a party to this Agreement by virtue of its terms.

24.4 Waivers. Waiver by either Party of any default, or either Party's failure to enforce any of the terms and conditions of this Agreement shall not in any way affect, limit or waive such Party's right thereafter to enforce and compel strict performance of every term and condition hereof.

24.5 Severability. If any provision of this Agreement shall be declared invalid, unenforceable, or illegal by the courts of any jurisdiction to which it is subject, such provision may be severed and such invalidity, unenforceability or illegality shall not prejudice or affect the validity, enforceability or legality of the remaining provisions of this Agreement.

24.6 Communication. Unless otherwise stated in the applicable Order Form, Woosmap is authorized by the Client to use the name and logo of the Client in order to name the Client as client on a regular basis and to communicate on Woosmap’s website, social networks, communication and any other prospecting documents.

25. GOVERNING LAW AND JURISDICTION

25.1 This Agreement shall be governed and construed in accordance with French laws. 

25.2 The Commercial Court of Paris (“Tribunal de Commerce de Paris”) shall have exclusive jurisdiction to hear any dispute arising out of or in connection with the interpretation and/or performance of this Agreement, however, the Parties acknowledge and agree that in the event that the subject matter of any such dispute is Intellectual Property, Woosmap shall have the right to bring any such dispute before the French Civil Court having jurisdiction pursuant to the French Code of Civil Procedure ("Code de Procédure Civile"). Client acknowledges and agrees that the paragraph immediately above shall not prevent, restrict or otherwise limit in any manner, Woosmap's rights to seek equitable remedies, including injunctive relief before any competent court in any jurisdiction.

ADDITIONAL SPECIFIC TERMS

Certain Woosmap API on the Woosmap Platform and/or part of the Woosmap Services are subject to additional specific provisions herein. The Additional Specific Terms’ provisions shall complete or supplement the provisions of the General Terms as further detailed below. Client acknowledges and agrees that (i) it has full knowledge of all terms herein and those incorporated herein by reference, (ii) it agrees to be bound by and to comply with such Additional Specific Terms, and (iii) the Additional Specific Terms form an integral part of these Online TOS, as set out in Section 3.1 of the General Terms.

1. ADDITIONAL PROVISIONS RELATING TO THE USE OF THE GEOFENCING MOBILE SDK

1.1 Definition. For the purposes of this Section 1 of the Additional Specific Terms, the following term beginning with a capital letter, whether used in the singular or plural, shall have the following meaning: “Geofencing Mobile SDK” means a mobile cross-platform software development kit and associated documentation files, made available to the Client on the Woosmap Platform, allowing to obtain the geolocation coordinates of a mobile device, location based events and to run the Woosmap APIs and others location based events from other providers on a mobile environment, the use of which is governed by the provisions of Section 1 of the Additional Specific Terms.

1.2 Optional use of the Open Source Geofencing Mobile SDK. The Service Provider has developed and makes available to the Client an open source Geofencing Mobile SDK module, which  may be uploaded by the Client on the Woosmap Platform in order to run the Woosmap API on a mobile environment. The use of the Woosmap API in a mobile environment does not require the uploading and use of the Geofencing Mobile SDK made available by the Service Provider. Client remains therefore free to use any other proprietary or third-party SDK solution of its choice to operate and run the Woosmap APIs on a mobile interface. The Service Provider is under no obligation to make the Geofencing Mobile SDK available to the Client as part of the provision of the Woosmap Services and shall remain free at any time during the term of these Online TOS to discontinue the provision of the Geofencing Mobile SDK and/or to make any changes to the Geofencing Mobile SDK that the Service Provider would deem necessary.

1.3 Associated Services. For the sake of clarity, the Service Provider does not provide the Client with support or maintenance services in connection with or relating to the Geofencing Mobile SDK.  The provisions of Sections 7.2 and 7.3 of the General Terms are therefore not applicable to the Geofencing Mobile SDK.  

1.4 Services Levels and Service Credits. The Service Provider does not commit to comply with any Service Levels relating to the Geofencing SDK nor provide any Service Credits relating thereto. The provisions of Sections 8.2 of the General Terms are therefore not applicable.

1.5 Prices. The Geofencing Mobile SDK is provided free of charge to the Client and its Authorized Users. Therefore, the use of the Geofencing Mobile SDK by the Client and its Authorized Users will have no consequences on the mechanism of the Consumed Credits described in Section 10 of the General Terms and will not be invoiced to the Client.

1.6 Grant of rights. The Geofencing Mobile SDK is governed by the terms of the MIT License available at https://github.com/woosmap/woosmap-geofencing-ios-sdk/blob/master/LICENSE.md, which grants, free of charge, any person obtaining a copy of the Geofencing Mobile SDK the right to deal in the Geofencing Mobile SDK without restriction, including without limitation of the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Geofencing Mobile SDK, and to permit persons to whom the Geofencing Mobile SDK is furnished to do so, provided that the copyright and permission notices included in the MIT license are included in all copies or substantial portions of the Geofencing Mobile SDK. When used in connection with the Woosmap Platform,  the rights described above are granted to the Client under the condition that the Client holds the necessary rights to use the Woosmap Platform under the conditions described in the General Terms.

1.7 Warranty. Insofar as use of the Geofencing Mobile SDK is granted to the Client free of charge, the Client acknowledges and agrees that the Geofencing Mobile SDK is provided as is, without warranty , condition or other term or commitment of any kind express or implied, including but not limited to the terms as to quality merchantability, fitness for a particular purpose, title or non-infringement. The provisions of Section 12.2 of the General Terms are therefore not applicable to the Geofencing Mobile SDK. Client acknowledges and agrees that the provisions of Section 11.6.1 “Indemnification by the Service Provider” of the General Terms are not applicable to the Geofencing Mobile SDK and the Service Provider does not indemnify Client in any respect relating to the Geofencing Mobile SDK.

1.8 Liability. The provisions of Sections 13.1, 13.2, and 13.3 of the General Terms shall be replaced by the following: In no event shall the Service Provider and/or its respective Affiliates be liable for any claim, direct or indirect damages or other liability, caused to the Client, its Authorized Users and/or its subcontractors arising from, out of or in connection with the Geofencing Mobile SDK or the use or other dealings in the Geofencing Mobile SDK.

1.9 Data processing. The Geofencing Mobile SDK may be uploaded by the Client and its Authorized Users for the entire term of this Online TOS for use on its own environment. In this respect, the use of the Geofencing Mobile SDK by the Client does not result in any data processing on Woosmap servers. The data is hosted and processed on the Geofencing Mobile SDK user Client’s environment only. The Service Provider does not process nor collect any Personal Data in the course of the provision of the Geofencing Mobile SDK to the Client.

2. ADDITIONAL PROVISIONS RELATING TO THE USE OF THE LOCALITIES API

2.1 Definition. For the purposes of this Section 2 of the Additional Specific Terms, the following term beginning with a capital letter, whether used in the singular or plural, shall have the following meaning: “Localities API” means a REST API and associated documentation files, made available to the Client on the Woosmap Platform allowing to build search fields with autocomplete capabilities on geographic terms (cities, postal codes, addresses). “Localities API” provides two different endpoints:

-  one,  “Autocomplete” endpoint, dedicated to fetch suggestions according to user typing, associated with a unique ID,  “Public_id”, for every one of them, and 

- one, “Details” endpoint, dedicated to retrieve details on a chosen suggestion from its associated Public_id,

the use of which are governed by the provisions of Section 2 of the Additional Specific Terms.

2.2 Prices. The Localities API is charged to the Client and its Authorized Users according to the license level they subscribed to. Therefore, the use of the Localities API by the Client and its Authorized Users is ruled by the mechanism of the Consumed Credits described in Section 10 of the General Terms. 

2.3 Grant of rights. The two Localities API’s endpoints are designed to be used together. The Autocomplete provides suggestions you can get details on thanks to the Details endpoint. The Autocomplete endpoint cannot be used alone. The content of the Autocomplete response can only be used to provide:

- proper suggestions to users while they are typing, and

- a dedicated Public_id to be used to request the Details endpoint.

Autocomplete responses cannot be parsed or used in any way, to fill address forms or any other usage not linked to a Details request. Storing, caching or using the Autocomplete response for any other purposes than requesting the Details infringe the present terms of services.

In case of non compliance with this article, the Client and its Authorized Users expose themselves to specific charges where every Autocomplete request will be charged as a Details request as detailed in the applicable Offer : https://www.woosmap.com/pricing.

3. ADDITIONAL PROVISIONS RELATING TO THE USE OF THE TRANSIT API

3.1 Service Definition. For the purposes of these Additional Specific Terms, the term “Transit API” refers to a service based on the “Public Transit API” provided by Here Technologies, which is incorporated into the Woosmap Platform. This service facilitates the calculation of the most efficient and relevant transit routes between a given pair of locations using public transport. The “Transit API” service is accessible to Clients through the Woosmap Platform, subject to the terms and conditions outlined herein.

3.2 Pricing and Fees. The use of the “Transit API”service by the Client is subject to the Woosmap pricing (https://www.woosmap.com/pricing). Specific pricing details and any applicable fees are outlined in Section 10 of the General Terms. The Client acknowledges that fees may be subject to change in accordance with Section 10.1.3 of the General Terms.

3.3 Grant of Rights. Subject to the terms of this agreement, Woosmap grants to the Client a non-exclusive, non-transferable right to access and use the “Transit API” service via the Woosmap Platform. This grant is conditional upon the Client's compliance with all terms and conditions set forth in this agreement, including any limitations on use, restrictions on access, and adherence to applicable laws and regulations.

3.4 Use Restrictions and Limitations. The Client agrees to use the “Transit API” service only for lawful purposes and in accordance with the terms of this agreement. The Client acknowledges that the “Transit API” service may be subject to limitations inherited from the “Public Transit API” provided by Here Technologies or managed by Woosmap, such as the number of query per second (see Woosmap dev doc), or any Service Level Agreement associated with the Here Technologies service. Woosmap shall not be liable for any interruptions or impairments in service arising from the Client's failure to adhere to such limitations or from the Here Technologies to deliver the embedded service.

3.5 Coverage and Disclaimers. Woosmap, positioned as distributor for Here Technologies for this specific service, does not warrant that the “Transit API” service will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from use of the service. Except as specifically provided in this agreement, the “Transit API” is provided “as is” and relies on Here Technologies service characteristics and possible adaptation done by Woosmap in the sake of Platform homogeneity and ease of use for Customers. The actual coverage offered by Here Technologies for public transport services over the world is detailed on the coverage page.Woosmap shall not be liable for any wrong or inaccurate information provided by the Here Technologies embedded service.

3.6 Indemnification and Liability. Under no circumstances shall Woosmap (or its respective Affiliates) be liable for any direct or indirect damage caused to the Client, its Authorized Users and/or its subcontractors arising from or relating to the use of the “Transit API” service. In addition, the Client acknowledges and agrees that any SLA, Service Credits, warranty and any other terms relating to quality and/or indemnification provided by Woosmap under those Terms are not applicable to “Transit API” service.Woosmap's total liability, in case of “Transit API” service use, under this agreement shall be limited to the amount paid by the Client for the ”Transit API” service during the twelve (12) months preceding the claim.

3.7 Data Processing and Privacy.Woosmap does not perform any processing of personal data as part of providing access to the “Transit API” service. The collection, use, and management of personal data, if any, are conducted by Here Technologies in accordance with its privacy policy and data processing agreements. The Client acknowledges that it is their responsibility to review and understand the data processing rules and privacy practices of Here Technologies, which govern the handling of personal data through the ”Transit API” service. For more information on the specific data processing practices and policies of Here Technologies, Clients are directed to consult directly with the provided materials. Woosmap assumes no responsibility or liability for Here Technologies data processing activities or compliance with applicable data protection laws.

v4.0.0 - 2024/07/01