These Terms and Conditions (“T&Cs”) apply to the enterprise subscription for access to the Platform (as defined below) and to the subscription for the access to the MapStand Hub®. These T&Cs, together with the Order Form (as defined below), form an agreement (“Agreement”) between MapStand Limited, a company registered in England & Wales, with company number 09648878, whose registered address is at 2nd Floor Regis House, 45 King William Street, London, United Kingdom, EC4R 9AN (“MapStand”), and the organisation whose details are set out in the Order Form (“Subscriber”).
MapStand operates a data and intelligence platform (“Platform”) under the brand MAPSTAND which provides subscribers with access to commercial, market and location data, information and analytical tools or functionalities relating to the natural resources sector along with the details and expertise of professionals working in such sector.
A limited version of the Platform is available for subscribers free of charge (“Free Service”). An enhanced version containing more extensive data and a wider range of analytical tools and other functionalities (“Licensed Content”) is available to business enterprise customers on an annual paid subscription basis (“Enterprise Service”).
MapStand operates a data and intelligence hub (“Hub”) under the brand MAPSTAND which provides subscribers with access to and the ability to download the Licensed Content and to upload content (“Subscriber Content”) in order to enhance and assist with the use, manipulation and analysis of the Licensed Content.
The Subscriber wishes to subscribe for and access the Enterprise Service and/or the Hub (“Subscription”) for the territory set out in the Order Form (“Licensed Territory”) and MapStand accepts the Subscription, subject to these T&Cs and the terms in the Order Form.
THE PARTIES AGREE AS FOLLOWS:
In these T&Cs and in the Order Form, unless the context requires otherwise, the following terms shall have the following meaning:
Administrators: Subscriber personnel named in the Order Form (or otherwise approved by MapStand in writing) who are permitted to nominate Authorised Users on behalf of the Subscriber.
Authorised Users: personnel of the Subscriber’s organisation (including Administrators) who are authorised by the Subscriber to access the Service.
Downloaded Content: as defined in clause 7.2.
Inappropriate Content: unlawful, defamatory, offensive, misleading or discriminatory content, which is otherwise contrary to generally acceptable ethical standards or any applicable laws, guidance or codes of practice or otherwise objectionable and any materials or content that infringe third party rights or which is otherwise likely to give rise to third party liability.
Intellectual Property Rights or IPRs: any and all intellectual and industrial property rights including patents, trade marks, designs, design rights, copyrights and neighbouring rights, database rights, rights in know-how, trade secrets and confidential information, trading names, internet domain names, email addresses, names of account and user names on digital services or social media services, and other signs and indications of origin, in each case whether registered or not and including pending applications and the right to apply for any of the foregoing and other industrial and intellectual property rights of the same or similar effect anywhere in the world.
Malicious Code: means viruses, Trojan, software lock, drop-dead device, malicious logic or trap door, worms, time bombs, corrupted files or other computer programming routines that are intended to delete, disable, damage, detrimentally interfere with, surreptitiously intercept, monitor or expropriate any systems, data, personal information or property of another.
MapStand Brands: the name and trade mark MAPSTAND, any logos related to that trade mark or stylised representations of the mark and any other trading names, product names, logos and other indications of origin, adopted or used from time to time by MapStand.
Order Form: the order form completed and submitted by the Subscriber on MapStand’s website.
Service: means either the Platform or the Hub as the context so requires.
Service-Generated Data: any data arising from or relating to the use of the Service by the Subscriber and Authorised Users which may be recorded or collated by MapStand including, without limitation, data obtained from Authorised Users through registration forms, surveys, questionnaires, profile sheets, and other communications with MapStand, data relating to the frequency and mode of use of the Service, the manner in which the Subscriber and Authorised Users set preferences and personalise the Service, the time spent on different elements of the Service and other statistical information.
Subscriber Brand: the Subscriber’s names and trade marks, any logos related to those names or stylised representations of those names and any other trading names, product names, logos and slogans adopted or used from time to time by the Subscriber in connection with the Service or otherwise in its business.
Subscription Fee: the fee payable for the Subscription Term in respect of the Subscription as indicated in the Order Form.
Subject to the Subscriber’s compliance with this Agreement, including full payment of the Subscription Fee, the Subscriber and the Authorised Users may access and use (i) the Platform and the Licensed Content through the Enterprise Service; and/or (ii) the Hub and the Downloaded Content (as defined below) with effect from the commencement date set out in the Order Form (“Commencement Date”) for a period of one year (“Subscription Term”). Subscriptions may be limited to a defined number of, and/or to named, Authorised Users.
3) SUBSCRIBER RESPONSIBILITIES
The Subscriber shall ensure that the Authorised Users use the Service and the Licensed Content in accordance with the terms of this Agreement and that they comply with this Agreement in all other respects. The Subscriber shall ensure that only persons engaged by the Subscriber’s organisation are appointed as Authorised Users and are given access to the Service and have access to the Account Credentials (as defined in clause 4). The Subscriber shall use reasonable efforts to ensure that Authorised Users use the Service, access the Licensed Content and upload Subscriber Content in accordance with these T&Cs. The Subscriber shall be responsible for any abuse or misuse of the Service or the Licensed Content by its Authorised Users or other members of staff, agents or contractors.
4) CREDENTIALS AND PASSWORDS
User names, passwords and other log-in credentials chosen by or provided to the Subscriber and its Authorised Users to access the Service (“Account Credentials”) are personal and must not be shared between Authorised Users (except for Administrators). Account Credentials shall be kept secure and confidential by the Subscriber and the Authorised Users. The Subscriber shall use reasonable efforts to prevent unauthorised access to the Service through the Subscription or via its Authorised Users (including using their Account Credentials). In the event of any loss or suspected unauthorised access to Account Credentials, the Subscriber must immediately inform MapStand to allow it to revoke those Account Credentials and issue replacements. If an Authorised User ceases to be engaged by the Subscriber’s organisation, the Subscriber shall as soon as reasonably possible inform MapStand and MapStand will revoke the relevant Account Credentials.
5) USE OF THE SERVICE
5.1 The Service is provided to subscribers for the purpose of acquiring insight into business activity, professional profiles and history, and accessing relevant data in geographic developments and statistics in the natural resources sector and to support projects and decision making within such sector. Subscribers are permitted to access and use the Service, download the Licensed Content and upload Subscriber Content to assist in developing business strategies, projects, marketing and planning in good faith. The use of the Service for purposes which are inconsistent with the foregoing is not permitted.
5.2 Any of the following is strictly prohibited and may result in the immediate termination of the Subscription without liability and may be reported to regulatory authorities:
5.1.A the unlawful use of the Service or its use: (a) for unlawful purposes; (b) in breach of the licence or restrictions set out in clause 7; or (c) in a manner intended to overload or disrupt it;
5.1.B using the Service, or obtaining any content from the Platform, through automatic means (that is, access or use controlled by “bots” or other computer software without an individual Authorised User controlling each step of the use of the Service through a standard browser);
5.1.C the use of the Service for the purpose of developing, providing or carrying out any service or business which distributes, publishes or offers to customers (whether for a payment or free of charge) market intelligence or market data in the natural resources sector in competition with MapStand (“Competing Service”); and
5.1.D the insertion, distribution or infection of the Service with any Malicious Code.
5.3 Certain features and functionalities of the Service may be subject to special conditions or requirements as indicated on the Service screens. These conditions and requirements form part of these T&Cs and the Subscriber shall and shall ensure that its Authorised Users comply with all such conditions and requirements.
5.4 The Service is anticipated to evolve and develop over time. New or improved features and functionalities that may be introduced may be subject to special conditions or requirements and the availability of such new or improved features or functionalities may be limited to certain types of Subscriptions. New features and functionalities may not be available as part of the Subscription. However, during the Subscription Term, MapStand will not reduce the level of features, functionalities or Licensed Content that are available through the Subscription.
6) LICENSED CONTENT
6.1 Licensed Content includes information collected by MapStand from news and public sources and other third parties, data compiled by MapStand through its own activities, aggregated and analysed data collected and from MapStand customers, as well as analysis, research, estimates, models, illustrations, summaries, approximations and statistical information created and compiled by MapStand based on a variety of information sources.
6.2 By its nature, Licensed Content includes approximations, illustrations and estimates and other data that may be imprecise and may not always be error-free. MapStand invests significant resources to produce useful and well-researched information and analytical tools and provides the Licensed Content in good faith. MapStand will not knowingly include anything misleading or anything it believes to be untrue in the Licensed Content. MapStand does not make any representations nor gives any guarantees that the information contained in the Licensed Content will always be error-free, accurate or reliable. The Subscriber acknowledges and understands that it must not rely on any information contained in the Licensed Content without independently verifying it.
6.3 Insofar as data is collected from third parties (including public and news sources) or from MapStand’s customers, MapStand is not always able to independently verify the data.
6.4 Insofar as Licensed Content contains analysis tools, benchmarking information and other features and facilities that allow figures and information to be analysed and processed by Authorised Users, these features and tools are provided solely for research and analysis purposes and should not be relied upon unless the output is independently verified by the Subscriber.
6.5 The Subscriber acknowledges and understands that the Licensed Content is provided for information only and that in certain cases, in particular in relation to the current news posted on the Platform and the Hub as part of the Licensed Content, MapStand is merely sharing such information received from a third party provider and is in no way sponsoring or seeking to advertise the matters covered by such news stories including, without limitation, the purchase or subscription of securities.
6.6 The Subscriber is responsible to ensure that the Licensed Content is suitable for its needs and purposes and that it is used by Authorised Users and within the Subscriber’s organisation solely for purposes that are appropriate for research and analysis data and tools of that type.
6.7 Notwithstanding the foregoing, there may be times where MapStand takes down Licensed Content from the Platform and the Hub. MapStand may notify the Subscriber and its Authorised Users where this occurs and the Subscriber and its Authorised Users shall, if requested by MapStand, permanently delete or destroy any Downloaded Content in their possession and shall use best endeavours to procure that any recipient of Downloaded Content also does so. MapStand may provide you with replacement Licensed Content.
8) GRANT OF LICENCES AND RESTRICTIONS
8.1 Licensed Content is protected by copyright and other IPRs licensed, owned or controlled by MapStand. Any use, reproduction, distribution, communication or other exploitation of the Licensed Content or any part of it, including the creation or distribution of any derivative works, translations or adaptations, save to the extent permitted by these T&Cs, are expressly prohibited and may constitute infringements of MapStand’s or its licensor’s IPRs. For the avoidance of doubt, viewing or sharing the Licensed Content as enabled and permitted by the functionality of the Service is permitted.
8.2 Subject to the Subscriber’s compliance with this Agreement, including full payment of the Subscription Fee, MapStand hereby grants to the Subscriber a limited, personal, non-assignable, non-sublicensable, non-exclusive licence, for the Subscription Term to use the Service and to access and consult the Licensed Content through Authorised Users located in the Licensed Territory and to download and retain any Licensed Content (“Downloaded Content”) from the Service.
8.3 For the purpose of the licence granted in clause 7.2, the words “use of the Service” are limited to the right of Authorised Users to access the Platform or the Hub online. Access to the Platform or the Hub may be provided through a browser, using the log-in facility provided by the Platform or the Hub and the Account Credentials, or through an API accessible through such Account Credentials or other technical or other means provided by MapStand which enable Authorised Users to view and consult the Licensed Content and to operate the analytical features and functionalities provided on the Platform and the Hub.
8.4 In addition to the licence granted in clause 7.2, MapStand hereby grants to the Subscriber, a perpetual (subject to clause 6.7) non-exclusive royalty-free, non-assignable licence to retain and share the Downloaded Content for public use or for inclusion the Subscriber’s marketing information and other external communications, to the extent that the functionality of the Service allows.
8.5 The Subscriber hereby grants MapStand a non-exclusive, licence for the Subscription Term to hold and store Subscriber Content uploaded to the Hub.
8.6 Save as expressly licensed in this clause 7, or with MapStand’s prior written consent, and except to the extent permitted under sections 50A, 50B, 50BA, 50D or 296B of the Copyright, Designs and Patents Act 1988 as may be amended from time to time, the Subscriber shall not make any other use of the Service or the Licensed Content (in whole or in part) except as permitted in clauses 5 and 6. Without derogation from the generality of the foregoing, the Subscriber shall not (in respect of all or any part of the Licensed Content, where applicable):
8.6.A modify, reformat, rearrange or otherwise change the Licensed Content so as to amend, broaden or narrow its meaning and inference;
8.6.B manually gather, scrape, spider, crawl or use technology, “bots” or other software (other than a normal browser or other common means) to access the Service or to access or store the Licensed Content;
8.6.C prepare any reports or analysis based on, or provide any other services in relation to, the Licensed Content which is a Competing Service;
8.6.D remove any references to the MapStand Brands, title ledgers, copyright notices or other indications of proprietorship or confidentiality that may be incorporated in the Licensed Content;
8.6.E reverse engineer, decompile, disassemble, re-engineer or otherwise create, attempt to create or permit, allow or assist others to create, the executable code, source code, or the structural framework for part or all of the Service, or create any derivative work based on the above;
8.6.F except for in respect of the Downloaded Content, permanently or temporarily reproduce, translate, arrange or adapt the Service or any part of it, or distribute or communicate copies thereof to any person or merge or combine it with any other software or service; or
8.6.G except for in respect of the Downloaded Content, lend, lease, transfer, encumber, or grant the Service or share its benefit with any third party or otherwise use the Service for the benefit of any third party or in any way attempt to charge third parties to have the benefit of the Service or access to Licensed Content.
9) SUBSCRIPTION FEE
9.1 The Subscription Fee shall be payable in the currency indicated and paid in accordance with the payment terms set out in the Order Form.
9.2 The Subscription Fee is exclusive of value added tax, sales tax, service tax and any other taxes that may be imposed by law. MapStand may charge the Subscriber VAT, sales tax or similar taxes as required by applicable law and the Subscriber shall pay such amounts in addition to the Subscription Fee (where relevant, against a VAT receipt).
9.3 The Subscription Fee shall be paid in full without any withholding or deduction on account of any taxes, duties, levies or charges, unless the Subscriber is required by law to make such deduction or withholding. If it is so required it shall duly deduct or withhold the amount as required by law and shall, when paying the Subscription Fee, pay MapStand such additional amount as will ensure that (after the deduction or withholding) MapStand receives the full amount of the Subscription Fee that it would have received if no such withholding or deduction had been required.
9.4 If payment of the Subscription Fee is not received by the due date of payment, and the Subscriber fails to pay the amount within seven days of written demand, MapStand may, without prejudice to any other rights and remedies it may have: (a) suspend the Subscription and block the Subscriber’s and its Authorised Users’ access to all or part of the Service or the Enterprise Service pending full payment of the Subscription Fee; (b) remove the Subscriber’s and its Authorised Users’ access to the Licensed Consent so that only the Free Service is available to the Subscriber and its Authorised Users; or (c) terminate the Subscription. The Subscriber shall not be entitled to a refund or discount of any amount in relation to any period of suspension of the Subscription due to default or delay in the payment of the Subscription Fee.
10) INTELLECTUAL PROPERTY RIGHTS
10.1 As between the parties, MapStand is and shall remain the sole owner of all IPRs in all elements of the Service and Licensed Content (and the sole licensee of any elements of the Service or Licensed Content licensed from a third party), including the Service-Generated Data and the MapStand Brand and any goodwill relating thereto (together, the “MapStand IP”).
10.2 Except for the licences expressly granted to the Subscriber under clause 7, MapStand does not grant the Subscriber and the Subscriber agrees and acknowledges that it shall not acquire any right, title, interest or licence in or under any of the MapStand IP. All rights and goodwill arising from the use of the MapStand Brand in connection with the Service shall inure solely to the benefit of MapStand.
10.3 The Service makes no use of the Subscriber’s Brand except for the purpose of identifying or referring to the Subscriber’s organisation. The Subscriber consents to the reference to the Subscriber’s Brand as part of the Service and the Licensed Content insofar as it is used in good faith to identify or refer to the Subscriber’s organisation. All rights to the Subscriber Brand are reserved to the Subscriber.
10.4 The Subscriber shall not and shall procure that its affiliates do not: (a) register or file any applications to register IPRs or otherwise claim to own any IPRs in or relating to the MapStand IP anywhere in the world; (b) use any name, sign or logo incorporating, containing or consisting of the MapStand Brand, or any name or sign confusingly similar thereto, in relation to any product or service, save for the use of the MapStand Brand in accordance with this clause 9; or (c) do or cause to be done anything which may in any way damage, depreciate, jeopardise, or otherwise prejudice the goodwill or reputation of the MapStand IP or the MapStand Brand.
10.5 Without derogation from the foregoing, in the event that the Subscriber or any of its affiliates or any of their officers or employees acquires any rights, title or interest in the MapStand IP, whether during the Subscription Term or at any time thereafter, at MapStand’s request, the Subscriber shall and shall procure that its relevant affiliate or the relevant officer or employee shall forthwith assign all such right, title and interest to MapStand absolutely for no further consideration.
10.6 MapStand shall be entitled to use, process and communicate to third parties for the purpose of running and improving the Service, any Service-Generated Data.
11) INFRINGEMENTS AND THIRD PARTY CLAIMS
11.1 If any claim is brought or threatened by a third party against the Subscriber or any of its affiliates, alleging that the Service (or any part thereof) infringes such third party’s IPRs (“Adverse Claim”) the Subscriber shall immediately notify MapStand in writing giving details of the Adverse Claim. The Subscriber and its affiliates shall not make any comment or admission to any third party in respect of any Adverse Claim without giving prior notice to MapStand.
11.2 If any Adverse Claim is made or threatened, or in MapStand’s reasonable opinion is likely to be made or threatened by any third party, MapStand may at its sole option and expense: (a) procure from the third party the right to continue providing the Service (or any part thereof); (b) modify the Service so that it ceases to be infringing; or (c) terminate this Agreement immediately by notice in writing to the Subscriber and shall be entitled, at its choice, to assume control of the defence of any such Adverse Claim (at its own cost).
12) AVAILABILITY OF THE SERVICE
The Service and/or the Subscriber’s or Authorised Users’ access to the Service may be suspended, disrupted or blocked in the following circumstances: (a) upon reasonable notice and insofar as practicable, outside of normal working hours, for scheduled downtime to permit MapStand to conduct maintenance to the Service; (b) for the duration of any unanticipated or unscheduled downtime, as a result of technical failures including system breakdown, communication or network problems, server overloading or other technical issues or any Force Majeure Event; (c) in order to protect the Service from unauthorised access or attack, or in order to prevent fraud or any unauthorised or unlawful access or use of the Service, to prevent any unlawful use of the Service, or if it determines that the Service is being used (by the Subscriber or any other person) in breach of applicable law or these T&Cs, or if such suspension is required in response to an order or direction of any court of law, governmental or regulatory body or other official enforcement or investigation authority; or (d) in other circumstances where it might be reasonable or necessary to suspend, disrupt or block the Service.
13) WARRANTIES AND DISCLAIMERS
13.1 Each party warrants and represents to the other that: (a) has the right, power and authority and has taken all action necessary to execute, deliver and exercise its rights, and perform its obligations, under this Agreement; and (b) neither the execution nor the performance of this Agreement by it is prohibited or restricted by any provision of law and will not be in breach of any obligation by it to any third party.
13.2 MapStand warrants to the Subscriber as follows: (a) it has the right to provide the Service and to grant the rights to the Subscriber purported to be granted under this Agreement in respect of the use of the Service; (b) it shall use commercially reasonable efforts to provide the Service and to make available the Licensed Content to the Subscriber as part of the Service; and (c) it shall use commercially available technologies to ensure that the Service is free from Malicious Code and shall use reasonable efforts to ensure that it does not include any inappropriate Content.
13.3 Other than the warranties, representations and covenants expressly set out in this Agreement, MapStand gives no warranty nor makes any representation in relation to the Service, the Licensed Content or the MapStand IP and the parties expressly disclaim to the fullest extent permitted by law any representation or warranty relating to the Service, the Licensed Content or the MapStand IP that may be implied by this Agreement, by custom or by law or otherwise and which is not expressly set out in these T&Cs or in the Order Form, including any implied warranties of quality, merchantability, title or entitlement, fitness for a particular purpose, non-infringement of third party IPRs, the ability to achieve a particular result or functionality, including any warranty or representation that the Service or the Licensed Content will be uninterrupted or error free, and all such implied terms or warranties are excluded from this Agreement.
14) LIMITATIONS ON LIABILITY
14.1 MapStand will have no liability, in contract, negligence or otherwise, for any damage, loss or liability arising from the Subscriber’s reliance on or its use of the Licensed Content or for any warranties or representations excluded by virtue of clause 12.3 above.
14.2 Save as provided in clause 13.5, MapStand shall not be liable to the Subscriber, either for breach of contract, misrepresentation or negligence or under any warranty, and the Subscriber waives any claim against MapStand or its affiliates, employees, officers or subcontractors relating to or arising out of: (a) any disruption to the Service howsoever arising; (b) the loss or corruption of any data or Licensed Content; (c) errors or inaccuracies in the Licensed Content; (d) security breaches affecting the Service-Generated Data, third party interception of electronic communications, or any unauthorised access to or misuse of computer systems; or (e) damage caused by Malicious Code that may affect the Service or any software or hardware used to access or use the Service.
14.3 Save as provided in clause 13.5 below, a party shall not be liable to the other in connection with this Agreement either for breach of contract, misrepresentation or negligence or under any warranty, for any indirect or consequential losses, or for punitive or exemplary damages, or for any loss of profits, interest, future business revenue, anticipated savings or business goodwill, or for any loss or corruption of data (in each case whether such loss is direct or indirect or consequential), even if a party is advised in advance of such loss.
14.4 Save as provided in clause 13.5 below, each party’s maximum aggregate liability for any single event (or a series of related events in each Subscription Term) giving rise to a claim in connection with this Agreement either for breach of contract, misrepresentation or negligence, shall be limited to an amount equal to the Subscription Fee paid during such Subscription Term.
14.5 Notwithstanding anything to the contrary in this Agreement nothing in this Agreement shall operate to exclude or restrict a party’s liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation, or any liability that cannot be limited or excluded by law.
15) CONFIDENTIAL INFORMATION
15.1 The Licensed Content that is marked as confidential on the Platform and the Hub and is made available to selected subscribers is the confidential information of MapStand (“Confidential Information”). The Subscriber shall for the duration of the Subscription Term and for a period of 5 years thereafter keep confidential all Confidential Information contained in the Licensed Content and shall not use or disclose the Confidential Information to any third parties other than as permitted by MapStand or as permitted under these T&Cs.
15.2 The requirements of this clause 14 shall not apply: (a) to any information to the extent that it is generally available to the public; (b) to any information to the extent that the receiving party receives it from a third party free from confidentiality obligations or develops it independently as can be demonstrated by documentary contemporary evidence; (c) the distribution or sharing of any Confidential Information by the Subscribers or its Authorised Users insofar as permitted by the functionality of the Platform; or (d) to any disclosure of information required by operation of law, by an order of a court or the requirements of a regulatory authority, provided that in the event that such disclosure is required, the party subject to the confidentiality obligation which is required to make such disclosure shall take reasonable steps to protect the confidentiality of the information and to limit the disclosure as much as possible (including, where it is reasonable and lawful to do so, by giving the other party notice of the disclosure requirement prior to making the disclosure).
15.3 A party which is subject to a duty of confidentiality under this clause 14 shall: (a) procure that its affiliates and any recipients of such information observe the provisions of this clause 14 as fully as if they were parties to this Agreement; and (b) apply such standards of confidentiality in relation to the confidential information of the other party at least as strict as those applied in relation to its own confidential information including adequate technical and organisational measures (including a system firewall protection, encryption of any data communicated electronically and password protection and access control in relation to data stored electronically).
16.1 MapStand shall be entitled to terminate the Subscription during the Subscription Term by written notice to the Subscriber: (a) in the circumstances where such termination is provided for under these T&Cs; or (b) if the Subscriber is otherwise in breach of these the Agreement and fails to remedy such breach within seven days of receipt of written notice of such breach.
16.2 The Subscription shall expire at the end of the Subscription Term and the Subscriber may choose to renew the Subscription Term by notifying MapStand at firstname.lastname@example.org.
16.3 Upon the expiry or early termination of the Subscription:
16.3.A except as provided in this clause 15, the Agreement shall forthwith terminate and have no further effect, and no party shall have any further rights, obligations or liabilities hereunder;
16.3.B except for in respect of Downloaded Content, the licences granted to the Subscriber under these T&Cs shall terminate and the Subscriber shall cease any use of the Licensed Content and the Service and the MapStand IP and shall not do any act which, in the absence of such licence, would constitute an infringement or misuse of the MapStand IP or a breach of its confidentiality duties under these T&Cs;
16.3.C except for in respect of Downloaded Content, the Subscriber shall immediately, permanently destroy or delete any copies of Licensed Content, MapStand IP and any materials displaying the MapStand Brand in its possession or control, including copies or records in any form of Licensed Content (including any back-up media) and all copies of the Account Credentials;
16.3.D the licence granted to MapStand under clause 9 in relation to the use of the Platform-Generated Data shall remain in effect in perpetuity; and
16.3.E the parties shall remain bound by the confidentiality obligations under clause 14 for the remaining period of such obligations.
16.4 The termination or expiry of this Agreement shall not affect any accrued rights or liabilities of any party and shall not affect any provision of this Agreement intended to have effect after termination or necessary for its interpretation and in particular it shall not affect any provisions granting a party rights or licences expressed to be granted in perpetuity or the provisions of clauses 6, 8, 9, 13, 14, this clause 15 or the remaining provisions of this Agreement below.
17.1 A party shall not be in breach of this Agreement, nor liable for any failure or delay in performing any obligations under this Agreement arising from or attributable to matters beyond its reasonable control (“Force Majeure Event”) including an act of God, fire, flood, earthquake, windstorm or other natural disaster, explosion or accidental damage, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots, any failure or delay on the part of a third party supplier, industrial action or strike, power cuts, electronic or communication network breakdowns or government action.
17.2 This Agreement is personal to the parties and neither party may assign or transfer any of its rights or obligations under this Agreement whether in whole or in part without the prior written consent of the other party. The foregoing notwithstanding, MapStand shall be entitled to transfer its benefits under this Agreement subject to its obligations to any affiliate or to any person acquiring the MapStand business and such transfer shall be effective upon notice being given to the Subscriber.
17.3 Any notice required to be made under or in connection with this Agreement (“Notice”) shall be in writing. MapStand may provide any Notice to the Subscriber through the Subscriber’s contact details, email address, fax number and postal address as set out in the Order Form or as provided to MapStand by the Subscriber from time to time during the Subscription Term. Notices to MapStand should be sent to email@example.com.
17.4 In the event of a conflict between these T&Cs and the terms set out in the Order Form, the Order Form shall prevail.
17.5 Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture and shall not be construed as giving rise to the relationship of principal and agent between the parties. Neither party shall represent itself as representative of the other or purport to assume obligations in the name of the other.
17.6 If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction or any other jurisdiction of any other provision of this Agreement.
17.7 A person who is not a party to this Agreement shall have no rights to enforce the provisions of this Agreement under the Contracts (Rights of Third Parties) Act 1999.
17.8 No modification, alteration or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed on behalf of each of the parties.
17.9 No omission or delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative with and not exclusive of any right or remedies provided by law.
17.10 This Agreement constitutes the entire agreement between the parties and supersede all other agreements, statements, letters and other arrangements between the parties in relation to the subject matter hereof. Each party acknowledges that it has not relied on or been induced to enter this Agreement by a representation other than those expressly set out in this Agreement. This clause does not affect a party’s liability in respect of a fraudulent misrepresentation.
17.11 This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute between them arising out of the subject matter of this Agreement.
Updated December 2019