You and Us will be individually referred to as “Party” and collectively as “Parties”.
- Account means any accounts or instances created by You or Your behalf for access and use of the Services.
- Affiliate means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
- Charges means all charges associated with Your Account and/or use of the Services.
- Confidential Information means all information disclosed by one Party to the other Party which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
- Customer Application means any software application or service that You make available to the end-users that interfaces with the Services.
- Documentation means any (i) written or electronic documentation, images, video, text, or sounds specifying the functionalities of the Map Data Management Services provided and/or (ii) instruction manuals and guides, codes samples, manuals, guides, on-line help files and technical documentation of NB API made available by NextBillion to You.
- Input Data means all data provided to NextBillion by You, including probe data, directly or via providing requisite accesses and permissions to such data, based on which Map Data shall be provided.
- Map Data means the curation, enrichments, and improvements of the OpenStreetMap (OSM) based on the Input Data provided by You.
- Map Data Management Services means the artificial intelligence platform of NextBillion providing You Map Data and any updates, modifications, or improvements thereto, including individually and collectively the Software and any Documentation.
- NB APIs means application programming interfaces provided by and proprietary to NextBillion, including any platform or Software used in conjunction with them. NB APIs may include ETA, routing, distance matrix, geocoding, reverse geocoding, route optimization, distance matrix API, directions API, snap to road API, route optimization API, static map tiles API, vector map tiles API, static image API, maps SDK for mobile, geocoding APIs.
- Order Form means any service order form specifying the Services subscribed to, Charges, and any particular features and functionalities in the Services that You wish to avail.
- OpenStreetMap means open data licensed under the Open Data Commons Open Database License (ODbL) by the OpenStreetMap Foundation (OSMF).
- Services means the Map Data Management Services and/or NB APIs, as subscribed to by You.
- Service Data means the non-public data transmitted by You to NextBillion in connection with the use of the Services including but not limited to sensor data, GPS data, usage data, etc.
- Subscription Term means the period during which You have agreed to subscribe to the Services as specified in the relevant Order Form.
- Software means software provided by NextBillion (either by download or access through the internet) that allows You to use any functionality in connection with the NB APIs and/or Map Data Management Services.
- Third-Party Services means third-party application(s) or service(s) integrating with the Services through APIs or otherwise enabled through the Services.
- Website(s) means the websites owned and operated by Us including nextbillion.ai
2. YOUR RIGHTS
- On subscription to NB APIs: When You have subscribed to NB APIs, You have the right to access and use the NB APIs mentioned in the specific Order Form or in accordance with the pricing plan on our website. In the event that the NB APIs are hosted on Your private cloud environment, You shall be granted a license to use the NB APIs in accordance with these Terms.
- On subscription to Map Data Management Services: When You have subscribed to the Map Data Management Services, (a) You are granted a limited right to use and access the Map Data Management Services during the Subscription Term; (b) You have the right to download and use the Map Data in accordance with these Terms during the Subscription Term of the Terms; (c) NextBillion shall host the Map Data Management Services on its cloud computing infrastructure based on the Input Data provided by You. At Your request, NextBillion shall provide the Map Data Management Services on Your private cloud environment. In the event that the Map Data Management Services are hosted on Your private cloud environment, NextBillion hereby grants You a license to use the Map Data Management Services in accordance with these Terms during the Subscription Term; (e) You shall have a license to use the OpenStreetMap in accordance with the terms mentioned in the OpenStreetMap license available at https://www.openstreetmap.org/copyright.
3. YOUR OBLIGATIONS
- Your Account: You may need to create an Account to use and access the Services. You shall provide true and accurate information as may be required when registering for the Account.
- Usage Restrictions: When You are using the NB APIs, Your use and access to the NB APIs shall be subject to the limits set out in the Order Form or in accordance with the usage limits mentioned in the Order Form or on our website.
- Your Obligations on the use of NB APIs: When You are using the NB APIs, You shall be solely responsible for (a) the use of the NB APIs, Your Account, and Customer Application; (b) use and access of the Customer Application by the end-users of the Customer Application.
- Your Obligations on use of Map Data Management Services: When You are using Map Data Management Services, You shall be responsible for (a) providing NextBillion with accurate Input Data from time to time, as agreed between the Parties, during the Term, in order to enable NextBillion to provide the Map Data Management Services; (b) the Input Data You submit to NextBillion and assume all risks associated with it, including anyone else’s reliance on its accuracy, or claims relating to intellectual property or other legal rights. You represent and warrant to NextBillion that You own or have the necessary rights to provide the Input Data to NextBillion and that doing so does not conflict with any other licenses that You have been granted.
- Hosting in the private cloud: Where the Services are deployed in Your cloud environment, You shall be responsible for procurement, maintenance, and security of the private cloud environment in which the Services are deployed.
- Acceptable Use: You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare, disassemble, reverse engineer, decompile or make the Services available to any third party, other than users in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) modify, adapt, or hack the Services or otherwise attempt to gain or gain unauthorized access to the these services or related systems or networks; (c) use the Services to store or transmit Service Data in violation of applicable laws and regulations, including but not limited to violation of any in violation of any person’s privacy rights, export control laws/regulations (d) access it for purposes of creating derivative works based on, or developing or operating products or services for third-parties in competition with the Platform and/or Services; or (e) use the Services to store or transmit any Service Data or content that infringes upon any person’s intellectual property or proprietary rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory (f) use the Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (g) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to Services (through use of manual or automated means); (h) pre-fetch, store, save or redistribute any content from the Service, including from a cache or temporary storage exceeding thirty (30) days, or by using a screenshot or other static image. Each individual end-user must do direct requests to Our infrastructure and Our global CDN.
- If NextBillion informs You that a specified activity or purpose is prohibited with respect to the Services, You will ensure that it immediately ceases use of Services for such prohibited activity or purpose and shall comply with NextBillion’s instructions in this regard.
4. UPDATES AND AVAILABILITY
- Any enhancements, new features, or updates (“Updates”) to the Services, if released by NextBillion, are also subject to these Terms, and NextBillion reserves the right to deploy Updates at any time.
- The Services may be temporarily unavailable due to scheduled downtime for upgrades and maintenance in which case NextBillion shall use commercially reasonable endeavors to notify You in advance.
- Notwithstanding anything to the contrary contained elsewhere, NextBillion shall not be liable for unavailability caused by circumstances beyond NextBillion’s reasonable control, such as but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond NextBillion’s reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of services attacks (“Force Majeure Event”).
5. INTELLECTUAL PROPERTY RIGHTS
- Except for the limited rights granted to You under Clause 2, all rights, title, and interest in and to all intellectual property and/or proprietary rights, title, and interest in or related to Services, including patents, inventions, designs, database rights, copyrights, trademarks, domain names, trade secrets or know-how, API Documentation, Service Data, pre-existing programs, software, tools, content, designs, applications, concepts, technologies or methodologies updates, upgrades, improvements, configurations, extensions, and derivative works for the foregoing, or any suggestions, ideas, enhancement requests, feedback, recommendations on the Services provided by You (“NBAI IP”) shall belong to and remain exclusively with NextBillion. For clarity, NextBillion exclusively owns and reserves all rights, title, and interest in and to the Documentation, Services, NextBillion’s Confidential Information, and all anonymized data or aggregate data resulting from the provision of service through the Services to You.
- NextBillion’s trademarks and/or service marks may not be used in connection with any product or service that is not provided by NextBillion, in any manner that is likely to cause confusion among customers of NextBillion, or tarnishes or dilutes the marks, or disparages or discredits NextBillion.
- NextBillion reserves its rights to re-use any and all techniques and know-how gathered by NextBillion while providing the Services to You.
- All rights not expressly provided to You herein are reserved.
6. THIRD-PARTY SERVICES
You acknowledge and agree that Your use of Third-Party Services will be subject to the terms and conditions and privacy policies of such third-party and that NextBillion shall not be liable for Your enablement, access, or use of such Third-Party Services, including for the processing of Your data by such third-party. You should contact that Third-Party Service provider for any issues arising in connection with the use of such Third-Party Service.
7. CHARGES AND PAYMENT
- Charges: The Charges are specified in the Order Form and will be calculated based on the usage of the Services and such usage shall be ascertained based on the logs from the reports of NextBillion.
- Payment: Unless otherwise stated in an Order Form, Your payment is due within thirty (30) days of NextBillion’s invoice date.
- Refunds: Unless otherwise specified in these Terms, all Charges are non-refundable. No refunds shall be issued for partial use or non-use of Services.
- Late Payment/Non-payment of Charges: NextBillion will notify You in the event that NextBillion does not receive payment towards Charges within the due date. NextBillion must receive payments within a maximum of ten (10) days from the date of the notice, failing which in addition to the right to other remedies available under law, (i) NextBillion may suspend Your access to and use of the Services until NextBillion receives Your payment towards the Charges as specified; and/or (ii) terminate Your Account and/or provision of Services; and/or (iii) charge interest for late payment @ 1.5% per month on the outstanding balance of the Charges payable.
- Applicable Taxes: Unless otherwise stated in the Order Form, the Charges do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial, or foreign jurisdiction (collectively “Taxes”).
8. TERM AND TERMINATION
- Term: The Subscription Term shall be as set forth in the relevant Order Form (“Initial Term”). Unless otherwise stated in the Order Form, the Subscription Term will automatically extend for a period equal to the length of the Initial Term unless You notify NextBillion sixty (60) days before the last day of the Initial Term in writing that the Subscription Term shall not extend.
- Termination by You: You may terminate Your Account and/or use of the Services in the event NextBillion materially breaches these Terms, provided that You provide advance notice of such breach to NextBillion and affords NextBillion not less than thirty (30) days to cure such breach (“Cure Period”). If the breach remains uncured for more than thirty (30) days, then You have the right to terminate Your Account and/or use of the Services.
- Termination and Suspension by NextBillion: In addition to suspension for late payment or non-payment of Charges, NextBillion may suspend Your access to and use of Your Account or the Services if You are in violation of these Terms. NextBillion will notify You of Your activities that violate these Terms and provide You with a period of thirty (30) days to cure or cease such activities. If You do not cure or cease such activities within the said Cure Period or if NextBillion believes that Your breach of these Terms cannot be cured, Your Account and/or use of the Services shall be terminated immediately. Further, NextBillion also reserves the right to terminate Your Account and/or use of the Services at any time by providing thirty (30) days written notice due to business reasons which shall include discontinuation of the Services.
- Termination for Insolvency: Notwithstanding anything contained herein, either party may terminate these Terms without notice if the other party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such party (except for involuntary bankruptcies which are dismissed within sixty (60) days), or has a receiver or trustee appointed for substantially all of its property.
- Effect of Terminating Your Account: Following the termination of Your Account and/or Services either by You or NextBillion, NextBillion shall have the right to disable Your access to the Services immediately.
9. CONFIDENTIALITY AND PRIVACY
- If You choose or are provided with, a user identification code, login, password, or any other piece of information as part of NextBillion’s security procedures, You must treat such information as confidential and shall not disclose such information to any third party. NextBillion has the right to disable any user identification code or password, whether chosen by You or allocated by NextBillion, at any time, if in NextBillion’s reasonable opinion, You have failed to comply with any of the provisions of these Terms. NextBillion will not be responsible for any activities, including any attempted or actual access or loss of data occurring under Your Account and/or use of Services as a result of Your non-compliance with Your obligations under this clause 9.1.
- Each of the Parties will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse such Confidential Information. The provisions of this sub-section shall supersede any non-disclosure agreement by and between the Parties entered prior to these Terms that would purport to address the confidentiality of any Confidential Information and such agreement shall have no further force or effect with respect to the Confidential Information.
- You acknowledge and agree that NextBillion may access or disclose information about You, Your Account, users, including Service Data, in order to (a) comply with the law or respond to lawful requests or legal process; or (b) prevent any infringement of group companies’ or our customers’ proprietary rights. Further, at the sole discretion of NextBillion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.
10. LIMITATION OF LIABILITY
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EXCEPT YOUR PAYMENT OBLIGATIONS EVEN IF EITHER PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. EXCEPT WITH RESPECT TO YOUR PAYMENT OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXTBILLION’S MAXIMUM AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS, RELATING TO THESE TERMS, WILL BE LIMITED TO AN AMOUNT EQUAL TO THE CHARGES PAID BY YOU UNDER THESE TERMS IN THE TWELVE MONTHS PRECEDING THE CLAIM.
- NextBillion agrees that it will, at its own expense, defend You in respect of any action brought against You by a third party, and indemnify and hold You harmless against any award of damages and costs in any and all third party claims, actions, or suits alleging that the Services as used within the scope of these Terms constitutes an infringement of any valid patent or copyright or other intellectual property rights (“IP Claim”), provided You give to NextBillion (i) prompt written notice of the claim, (ii) sole control over the defense or settlement, and (iii) reasonable support and cooperation with regard to the defense. If Your use of the Services has become, or in NextBillion’s opinion is likely to become, the subject of any IP Claim, NextBillion may at its own option and expense (a) procure the right for You to continue using the Services as set forth hereunder; (b) replace or modify the Services to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by NextBillion, terminate Your subscription to the Services and repay You, on a pro-rated basis, any Charges that You had previously paid for the corresponding unused portion. NextBillion shall have no indemnity obligation for an IP Claim to the extent resulting or alleged to result from Your use of Services along with programs not provided by NextBillion; modification to Services made by a party other than NextBillion; Your continued use of allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. This clause 11.1 states NextBillion’s sole, exclusive and entire liability to You and constitutes Your sole remedy with respect to an IP Claim brought by reason of access to or use of Services.
- You will indemnify and hold NextBillion harmless against any claim brought by a third party against NextBillion, and its respective employees, officers, directors, and agents arising from Your acts or omissions in connection with clause 2 of the Terms provided that (a) NextBillion promptly notifies You of the threat or notice of such a claim, (b) You have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) NextBillion fully cooperates with You in connection therewith. You will have no obligation or liability with respect to any such claim arising out of the gross negligence or willful misconduct of NextBillion.
12. DISCLAIMER OF WARRANTIES
- THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.
- YOU ACKNOWLEDGE THAT NEXTBILLION DOES NOT WARRANT THAT ACCESS TO THE SERVICES, WHICH ARE PROVIDED OVER THE INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND NEXTBILLION’S CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES, OR OTHER MALICIOUS SOFTWARE.
- YOU ACKNOWLEDGE THAT THE MAP DATA MANAGEMENT SERVICES ARE PROVIDED ON A “BEST EFFORTS” BASIS AND YOU HEREBY ACKNOWLEDGE THAT DUE TO THE NATURE OF THE SERVICES THERE MAY BE MARGINAL ERRORS IN THE MAP DATA MANAGEMENT SERVICES PROVIDED BY US.
- THE MAP DATA MANAGEMENT SERVICES ARE PROVIDED BY NEXTBILLION BASED ON THE INPUT DATA PROVIDED BY YOU AND NEXTBILLION SHALL IN NO EVENT BE LIABLE FOR MAP DATA MANAGEMENT SERVICES IF YOU FAIL TO PROVIDE ACCURATE OR SUFFICIENT INPUT DATA AS PER OBLIGATIONS SET FORTH IN CLAUSE 2.4.
- Assignment: These Terms and any rights or obligations hereunder may not be assigned by You without Our prior written consent, whereas NextBillion can assign any of our rights and obligations hereunder without Your prior written consent. These Terms bind, and inures to the benefit of, the Parties and their respective successors and permitted assigns.
- Entire Agreement and Revisions: These Terms together with any Order Form, constitute the entire agreement, and supersede any and all prior agreements between You and NextBillion with regard to the subject matter hereof. These Terms shall prevail over the terms or conditions in any purchase order or other order documentation You or any entity that You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either Party with respect to the subject matter hereof. In case of a conflict between these Terms and an Order Form, these Terms shall prevail, except to the extent these Terms are amended in an Order Form.
- Governing Law and Dispute Resolution: These Terms shall be governed by the laws of Singapore. Any disputes or differences arising under, relating to, or in connection with these Terms shall be resolved by mediation first, failing which they shall be exclusively and finally resolved in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”). and rules thereunder. The arbitration proceedings shall be in English and conducted by a panel of three (3) arbitrators. Each Party shall appoint an arbitrator and the two arbitrators so appointed shall appoint the third arbitrator in the panel. The arbitration shall be final and binding upon all of the Parties and shall be enforceable to the extent permitted by law. The seat and venue of arbitration shall be Singapore. In any case regarding the same disputes any preliminary and/or conservatory measures are sought, the parties hereby exclusively and finally subject themselves to arbitral summary proceedings in accordance with the Arbitration Rules of SIAC. Each Party shall bear its own costs of arbitration except that the fees and charges of the arbitrator shall be shared equally by the Parties.
- Notices and Consent to Electronic Communications: All notices to be provided by NextBillion to You under these Terms may be delivered in writing (i) by a nationally recognized overnight delivery service (“Courier”) or to the contact mailing address provided by You on any Order Form while subscribing to the Services; or (ii) electronic mail to the e-mail address provided for Your Account or in an Order Form. NextBillion’s address for a notice to NextBillion in writing by Courier is 80 Raffles Place, #32-01, UOB Plaza, Singapore – 048624 with a CC to firstname.lastname@example.org for electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
- Publicity Rights: Unless otherwise stated in an Order Form, You hereby grant NextBillion a royalty-free, worldwide, transferable license to use Your trademark or logo to identify You as NextBillion’s customer on NextBillion’s websites, case studies, press releases, and/or marketing collateral and grant NextBillion a right to describe Your use of the Services in NextBillion’s case studies
- Revisions: We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You of any material revisions not less than ten (10) days prior to the effective date of any amendments to these Terms and Your continued use of the Services following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment. You can review the most current version of the Terms at any time by visiting this page.
- Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the Parties.
- Severability; No Waiver: If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. NextBillion’s non-exercise of any right under or provision of these Terms does not constitute a waiver of that right or provision of these Terms.
- Survival: All clauses which, by their nature are intended to survive, including without limitation clauses 1 (Definitions), 5 (Intellectual Property Rights), 7 (Charges and Payment), 9 (Confidentiality and Privacy), 10 (Limitation of Liability), 11 (Indemnification), 12 (Disclaimer of Warranties), 13 (Miscellaneous) shall survive any termination of NextBillon’s agreement with respect to use of the Services by You. Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms.