FATMAP CONTENT PARTNER AGREEMENT
Last updated: [February 2019]
Welcome to FATMAP.
FATMAP exists to help you show the best of your destination to everyone out there.
We aim to make your rights and responsibilities with respect to these terms clear and easy to understand. If you have any questions about these terms, you can contact us any time at email@example.com.
1. USE OF THE FATMAP PLATFORM
1.1. Thank you for signing up to use our FATMAP platform and the related FATMAP Embedded Player (the “Partner Player”).
1.2. By using the FATMAP Platform and our Partner Player, you acknowledge and agree to these Terms. We may change these Terms from time to time and publish the new version on our website http://fatmap.com. Also, we will notify you about changes of our terms in advance via email to the contact details provided to us as official account partner.
1.3. The Partner Player is provided and owned by Terrascope Limited (“Terrascope”, “us”, “we” or similar). Any references to “you” and “your” means you as the user of the Partner Player. This document is called the “Terms”. If you have any questions about these Terms or the Partner Player, please contact firstname.lastname@example.org.
2.1. You are responsible for all use of the Partner Player that uses your unique access code, whether or not the use is authorised by you. We have the right to disable any Partner Player and login details to our platform that we provide to you at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
2.2 If you register to use the Partner Player on behalf of another person or a business, you warrant and represent that you have the right to do so, and that you have authority to agree to these Terms on behalf of that person or business.
3. USE OF THE PARTNER PLAYER
3.1 From the date on which we notify you that setup of your services is complete (the “Setup Completion Date”), we will make our Partner Player available to you. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable license and right to:
3.1.1. use (and permit any third party you engage to manage the Partner Player working under your instructions, such as a digital agency or other IT service provider (“Agency”)) to use the Partner Player to add an overview map or a content object to your website, only and
3.1.2 make our Partner Player available to end users in connection with their use of your online services and online, desktop, or mobile web applications.
3.2 upload your content to the FATMAP Platform using our bulk data import tools using the pre-defined formats and standards. We can provide you with additional assistance if required when you upload your data to our platform. If you require assistance, you should contact us by email at email@example.com. Such assistance may incur additional charges.
3.3 For premium partners the Partner Player may be limited in the map viewing area and angle so that users on your marketing offering can not move outside the map area defined by you.
4. YOUR OBLIGATIONS
4.1. You will comply with all applicable laws, regulations and any third party agreements when using the platform.
4.2. You may not use the Partner Player in any manner that could damage or overburden the Partner Player or interfere with any other person’s use of the Partner Player.
4.3. You may not use the Partner Player to:
4.3.1 disseminate material that is abusive, offensive, defamatory, immoral, harassing, vulgar, malicious or obscene;
4.3.2 disseminate or store material that infringes the copyright, trademark, patent, trade secret or any other intellectual property right of another person;
4.3.3 interfere with or attempt to gain unauthorised access to any computer network; 1
4.3.4 transmit viruses, trojan horses or any other malicious code of programme;
4.3.5 engage in any other activity that is deemed by us to be in conflict with the intent of the Partner Player usage;
4.3.6 use the Partner Player to create an application program interface that is a substitute for, or substantially similar to http://fatmap.com/, or any other url that we may notify you of from time to time;
4.3.7 make the Partner Player available to your end users or other third parties other than as set out in these Terms; or
4.3.8 remove obscure, or alter any of our terms of service or any links to or notices of those terms, or any copyright, trademark, or other intellectual property rights notices.
4.4 You may not copy, adapt, modify, create derivative works from, reverse engineer, take offline, scrape data or attempt to derive any source code from the Partner Player, except as expressly permitted by a written licence from us.
4.5 You are responsible for use of the Partner Player by your end users and any third parties who access the Partner Player through you. You must ensure that such end users and third parties use the Partner Player in a way that complies with these Terms. Where you use an Agency to work with you, you are fully responsible for procuring their compliance with these Terms, and for all their acts and omissions as if they were your own acts and omissions. All references to your obligations in these Terms, include an obligation that the Agency also complies with such obligations.
4.6 If you become aware of any use of the Partner Player in breach of this clause 4, you must promptly notify us in writing.
4.7 You must make any amendment to your website or other service terms and conditions that we reasonably request including, without limitation, incorporating disclaimer language provided or requested by use regarding the risk to end users of using our Content.
4.8 In order to optimize your representation on the FATMAP platform and optimize your Partner Player, we ask you to include tracking parameters for the purposes of tracking number of impressions and click-throughs. You may not interfere with these tracking parameters.
5.1 You will be able to add content to represent your destination via the FATMAP platform (“Your Content”). The content may be displayed on the FATMAP platform and to all its users as well as in your individual Partner Player. Your content will be fully attributed to your organisation and you have the right to edit and/or remove your content at any time. We do not acquire ownership of Your Content.
5.2 At your request, and subject to additional charges as set out in the Appendix, the FATMAP Content Team is available to advise on and/or edit your content to improve the quality and appearance on the FATMAP platform and in your Partner Player.
5.3 You warrant and represent that you own or have the right to use Your Content and to add Your Content to the FATMAP platform and to display via the Partner Player. You grant us a nonexclusive, worldwide, royalty-free, transferable and sublicensable right and license to use, copy, cache, publish, display, distribute, modify, create derivative works, and store Your Content and to permit third parties to do the same through the FATMAP Platform or Marketing Materials and Initiatives. You warrant and represent that you have the right to grant us these rights.
5.4 On termination of your right to use the Partner Player, you may choose to keep your content on FATMAP platform to reach the audience of the global outdoor platform or request to remove your content; however, you acknowledge that caching of or references to Your Content may not be immediately removed due to technical limitations.
5.5 Your Partner Player consists of the content you uploaded to the FATMAP platform (as detailed in 5.3) and Our Content. Our content includes but is not limited to technology, map data, satellite imagery, elevation data, reference data and other content. We own or are the licensee of all intellectual property rights in and to our Content. We do not grant you any license to use our Content except as expressly set out in these Terms. By separate arrangement it is possible to request our Map and Content expert team to improve the quality level of Our Content for your destination. Such assistance incurs additional charges as set out in the Appendix and might lead to additional licensor charges.
5.6 All intellectual property rights in and to the Partner Player shall remain our property at all times. You may not (and must ensure that any Partner or Agency does not) modify, crease derivative works from, reverse engineer, or attempt to derive any source code from the Partner Player.
5.7 Nothing in these Terms will transfer ownership of any intellectual property rights of one party to the other, including all derivative works, improvements, enhancements or extensions of such intellectual property rights.
Updates to Content
5.8 We will notify you by posting a notice on our website if we release a new version of our Content or Partner Player. The release of a new version of our Content may require you to modify your Website or your software or services in order to ensure the continued operation of your or your software or services with the Partner Player If this is the case, you are solely responsible for making such changes. We have no responsibility to assist you with this process. You will be responsible for any costs associated with making such changes to your or to your software or services.
Content available through our Partner Player
5.9 The Partner Player contains the same content available on the FATMAP platform. You can customise the content shown on your Partner Player via your Platform Profile.
5.10 Where our Partner Player contains links to websites and resources provided by third parties, these links and resources are provided for your information only. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
6. PUBLICITY AND ATTRIBUTION
6.1 Until the date of termination of your right to use the Partner Player, you grant us a world-wide, non-exclusive, royalty- free, non-transferable license to use your trademarks and logos for the purpose of identifying you as a user of the Partner Player to promote and market the Partner Player and our Content. You may withdraw consent for this license at any time on written notice to us.
6.2 You must attribute us by including the logo used by us on the top right hand corner of our Content, as may be amended or updated by us from time to time (“Our Logo”). You must ensure that Our Logo remains visible on our Content at all times. You must not remove Our Logo or any proprietary notices from our Content.
6.3 We may notify you in writing that your use of our Content must be accompanied by attributions to third party data providers. You must include such third party attributions each time you uses our Content in accordance with our instructions from time to time.
7. TERM AND TERMINATION
7.1 These Terms shall come into effect on the date of acceptance and shall automatically expire on the date that is 24 months later. These Terms have been entered by the parties into on the Effective Date.
7.2 These Terms, and your right to use the Partner Player will continue until:
7.2.1 You notify us that you wish to cancel your use of the Partner Player, which you may do so by giving us 30 days’ written notice; [GU1]
7.2.2 We cancel or suspend your right to use the Partner Player, which we may do for any reason by giving you at least 30 days’ written notice.
7.3 In addition, if you breach any of your obligations under these Terms, your right to use the Partner Player will terminate automatically without notice.
7.4 You will not have access to Your Content or any data that you have submitted using the Partner Player following termination of your right to use the Partner Player. We have no obligation to back up Your Content or data. We therefore recommend that you keep a copy of Your Content and data.
7.5 If we terminate your right to use the Partner Player without cause, we will refund to you any pre-paid fees on a pro-rata basis to reflect your use of the Partner Player in the year of termination. You will not however be entitled to a refund of the setup fees.
7.6 Termination of these Terms will be without prejudice to the rights and remedies that each of us has accrued up the date of termination. The provisions of clauses 5 (content), 9 (limitation of liability) and 9 (confidentiality) and all other provisions expressly or impliedly by their nature intended to survive termination will survive termination of these Terms.
8. LIMITATION OF LIABILITY
8.1 SUBJECT TO THE EXPRESS TERMS OF THESE TERMS, THE PARTNER PLAYER AND OUR CONTENT ARE PROVIDED “AS IS” AND WITHOUT A WARRANTY OF ANY KIND. WE DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY CONCERNING THE PARTNER PLAYER OR OUR CONTENT, AND WE EXCLUDE ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PARTNER PLAYER OR OUR CONTENT. THERE IS NO GUARANTEE THAT THE PARTNER PLAYER OR OUR CONTENT WILL MEET ANY PERSON’S REQUIREMENTS, BE ERROR FREE, OR OPERATE WITHOUT INTERRUPTION.
8.2 Save for personal injury or death to the extent caused by our negligence, we will not have any responsibility or liability whatsoever to the other for special, consequential or indirect damages arising directly or indirectly out of these Terms.
8.3 Save for personal injury or death to the extent caused by our, if for any reason we incur any liability under or in connection with these Terms, our liability in contract, tort, breach of statutory duty or otherwise howsoever arising under or in connection with these Terms is limited to €2,500.
8.4 If you are a business, you will defend and indemnify us, and our affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:
8.4.1 your use, or your end users or Agency’s use of the Partner Player in breach of these Terms;
8.4.2 your, or your end user’s breach of these terms; or
8.4.3 your Content.
9.1 Your use of the Partner Player may involve you receiving our confidential information. Confidential information means any information, materials, software, products, hardware, documentation, data and opinions of whatever nature in whatever form that are either marked as confidential or that would be considered to be confidential given the circumstances.
9.2 If you receive our confidential information you must not reproduce or copy such confidential information by any means, and you must keep all such confidential information strictly confidential. Your obligations under this clause 10 will survive any termination of these Terms.
10.1 These Terms constitute the entire agreement between you and us. We each acknowledge that in entering into these Terms neither of us have relied on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. We each agree that neither of us will have a claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
10.2 We are independent contractors and neither of us will be liable in any manner whatsoever for any act, fault, omission, delay, default, or act of negligence committed by the other. Nothing in these Terms will create a partnership or joint venture between us, and neither of us will enter into or have any authority to enter into any engagement or make any representation or warranty on behalf of, or otherwise bind, the other.
10.3 Any rights that either of us has under these Terms can only be waived in signed writing. Our failure to exercise or enforce any part of these Terms does not constitute a waiver of such part of these Terms.
10.4 The rights and obligations contained in these Terms are personal to each of us and are not assignable without the other’s written consent.
10.5 These Terms are governed by and will be construed in accordance with the laws of England and Wales. Each of us submits to the exclusive jurisdiction of the courts of England and Wales.