Terms of Services

Urbern License Agreement

This Urbern License Agreement (the “Agreement”) is made and entered into between Urbern (as defined in Section 21 (Definitions)) and the entity or person agreeing to these terms (“User”).

This Agreement is effective as of the date User downloads the Urbern Application (the “Application”). This Agreement governs User’s access to and use of the Services.



1. Provision of the Services.


1.1 Use of the Services in Applications. 

Urbern will provide the Services to User in accordance with the Agreement, and User may use the Services in Application(s) in accordance with Section 3 (License).


1.2 Accounts. 

Should User create an account, the User is responsible for: 

(a) the information provided in connection with the Account; 

(b) maintaining the confidentiality and security of the Account and associated passwords; and

(c) any use of its Account.


1.3 New Features and Services. 

Urbern may: 

(a) make new features or functionality available through the Services and 

(b) add new services to the “Services” definition (by adding them under the definition). 

User’s use of new features or functionality may be contingent on User’s Agreement to additional terms applicable to the new feature or functionality.


1.4 Modifications.

1.4.1 To the Services. 

Subject to Section 8 (Deprecation Policy), Urbern may make changes to the Services, which may include adding, updating, or discontinuing any Services or portion or feature(s) of the Services. Urbern will notify User of any material change to the Services, thru the Application.


1.4.2. To the Agreement. 

Urbern may make changes to the Agreement, including pricing and any linked documents. Unless otherwise noted by Urbern, material changes to the Agreement will become effective 30 days after the notice is given, except the changes applicable to new Services or functionality, or required by a court order or applicable law, will be effective immediately. Urbern will provide notice for materially adverse changes thru the Application.

If User does not agree to the revised Agreement, User should stop using the Services.



2.Payment Terms.


2.1 Free Quota. 

Certain Services are provided to User without charge up to the Fee Threshold, as applicable.


2.2 Online Billing. 

At the end of the applicable Fee Accrual Period, Urbern will issue an electronic bill to User for all charges accrued above the Fee Threshold based on User’s use of the Services during the previous Fee Accrual Period. For use above the Fee Threshold, User will be responsible for all Fees up to the amount set in the Account and will pay all Fees in the currency set forth in the invoice. If User elects to pay by credit card, debit card, or other non-invoiced forms of payment if available, Urbern will charge (and User will pay) all Fees immediately at the end of the Fee Accrual Period. If User elects to pay by invoice (and Urbern agrees), all Fees are due as stated in the invoice. User’s obligation to pay all Fees is non-cancellable. Urbern’s measurement of User’s use of the Services is final. Urbern has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by Urbern.


2.3 Taxes.

2.3.1 User is responsible for any Taxes, and User will pay Urbern for the Services without any reduction for Taxes. If Urbern is obligated to collect or pay Taxes, the Taxes will be invoiced to User, unless User provides Urbern with a timely and valid tax exemption certificate authorised by the appropriate taxing authority. In some states, the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If User is required by law to withhold any Taxes from its payments to Urbern, User must provide Urbern with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation the Services are subject to GST and the User is required to make a withholding of GST from amounts payable to Urbern, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by User for the corresponding amount of GST and the grossed-up amount will be regarded as a GST inclusive price. GST amount withheld from the GST-inclusive price will be remitted to the applicable local tax entity by the User and User will ensure that Urbern will receive payment for its services for the net amount as would otherwise be due (the GST inclusive price less the local GST withheld and remitted to applicable tax authority).

2.3.2 If required under applicable law, User will provide Urbern with applicable tax identification information that Urbern may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. User will be liable to pay (or reimburse Urbern for) any taxes, interest, penalties or fines arising out of any misdeclaration by the User.


2.4 Invoice Disputes & Refunds.

Any invoice disputes must be submitted before the payment due date. If Urbern determines that Fees were incorrectly invoiced, then Urbern will issue a credit equal to the agreed amount. To the fullest extent permitted by law, User waives all claims relating to Fees unless claimed within 60 days after charged (this does not affect any User rights with its credit card issuer). Nothing in the Agreement obligates Urbern to extend credit to any party.


2.5 Delinquent Payments; Suspension. 

If User’s payment is overdue, then Urbern may:

(a) charge interest on overdue amounts at 1.5% per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full, and 

(b) Suspend the Services or terminate the Agreement. 

User will reimburse Urbern for all reasonable expenses (including attorneys’ fees) incurred by Urbern in collecting overdue payments except where such payments are due to Urbern’s billing inaccuracies.


2.6 No Purchase Order Number Required.

Urbern is not required to provide a purchase order number on Urbern’s invoice (or otherwise).



3. License.

3.1 License Grant. 

Subject to the Agreement’s terms, during the Term, Urbern grants to User a non-exclusive, non-transferable, non-sublicensable, license to use the Services.


3.2 License Requirements and Restrictions. 

The following are conditions of the license granted in Section 3.1 (License Grant). In Section 3.2 (License Requirements and Restrictions), the phrase “User will not” means “User will not, and will not permit a third party to”.

3.2.1 General Restrictions. 

User will not: 

(a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code (except to the extent such restriction is expressly prohibited by applicable law); 

(b) sublicense, transfer, or distribute any of the Services; 

(c) sell, resell, sublicense, transfer, or distribute the Services; or 

(d) access or use the Services: 

(i) for High-Risk Activities; 

(ii) in a manner intended to avoid incurring Fees; 

(iii) in a manner that breaches, or causes the breach of Laws; or 

(iv) to exploit others privacy or confidentiality.

3.2.2 Requirements for Using the Services.

(a) Terms of Service.

(i) If User fails to comply with the applicable terms of the Urbern Terms of Service, then Urbern will take appropriate enforcement action, including Suspending or terminating those Users’ use of Urbern Application features and content.

(b) Attribution. 

User will display all attribution that (i) Urbern provides through the Services (including branding, logos, and copyright and trademark notices). User will not modify, obscure, or delete such attribution. For example, User will display or share Urbern values or results on printed or digital media, given Urbern’s name, logo or trademark is as large as the values or the results on the media.

3.2.3 Restrictions Against Misusing the Services.

(a) No Scraping. User will not export, extract, or otherwise scrape Urbern Application Content for use outside the Services. For example, User will not: 

(i) pre-fetch, index, store, reshare, or rehost Urbern Application Content outside the services; 

(ii) bulk download Urbern results and places information; 

(iii) copy and save business names, addresses, or ratings; 

(b) No Caching. User will not cache Urbern Application Content without Urbern’s written consent.

(c) No Creating Content From Urbern Application Content. User will not create content based on Urbern Application Content without Urbern’s written consent. For example, User will not use Urbern values or results from the Application as input for Urban Planning or Suburb Profiling.

(d) No Re-Creating Urbern Products or Features. 

User will not use the Services to create a product or service with features that are substantially similar to or that re-create the features of another Urbern product or service.

(f) No Circumventing Fees. User will not circumvent the applicable Fees. For example, User will not create multiple billing accounts or Projects to avoid incurring Fees, prevent Urbern from accurately calculating User’s Service usage levels, abuse any free Service quotas, or offer access to the Services under a “time-sharing” or “service bureau” model.

(g) No Use in Prohibited Territories. User will not distribute or market in a Prohibited Territory that uses the Urbern Application.

(h) No Use in User Application Directed To Children. User will not use the Urbern Services that would be deemed to be a “Web site or online service directed to children” under the Children’s Online Privacy Protection Act (COPPA).

(i) No Modifying Results Integrity. User will not modify any of the Urbern value and results.

3.2.4 Benchmarking. 

User may not publicly disclose directly or through a third party the results of any comparative or compatibility testing, benchmarking, or evaluation of the Services (such, a “Test”), unless the disclosure includes all information necessary for Urbern to replicate the Test.



4.User Obligations. 


4.1 Compliance. 

User will: 

(a) ensure that the use of the Services complies with the Agreement; 

(b) prevent and terminate any unauthorised use of or access to its Account(s) or the Services; and 

(c) promptly notify Urbern of any unauthorised use of or access to its Account(s) or the Services of which User becomes aware.


4.2 Copyright Policy. 

Urbern cannot determine whether something is being used legally without input from the copyright holders. Urbern will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbour for online service providers. If User believes a person or entity is infringing User’s or Other’s copyrights and would like to notify Urbern, User can email to hello@35.189.28.126


4.3 Data Use and Retention. 

To provide the Services, Urbern collects and receives data from User, including search terms, device identifier, IP addresses, and latitude/longitude coordinates. User acknowledges and agrees that Urbern and its Affiliates may use and retain this data to provide and improve Urbern products and services.



5.Suspension. 


5.1 For License Restrictions Breaches. Urbern may Suspend the Services without prior notice if User breaches Section 3.2 (License Requirements and Restrictions).


5.2 For AUP Breaches or Emergency Security Issues. Urbern may also Suspend Services as described in Subsections 5.2.1 (AUP Breaches) and 5.2.2 (Emergency Suspension). Any Suspension under those Sections will be to the minimum extent and for the shortest duration required to: (a) prevent or terminate the offending use, (b) prevent or resolve the Emergency Security Issue, or (c) comply with applicable law.

5.2.1 AUP Breaches. If Urbern becomes aware that User’s use of the Services breaches the AUP, Urbern will give User notice of such breach by requesting that User correct the breach. If User fails to rectify such breach within 24 hours, or if Urbern is otherwise required by the applicable law to take action, then Urbern may Suspend all or part of User’s use of the Services.

5.2.2 Emergency Suspension. Urbern may immediately Suspend User’s use of the Services if (a) there is an Emergency Security Issue or (b) Urbern is required to Suspend such use to comply with applicable law. At User’s request, unless prohibited by applicable law, Urbern will notify User of the basis for the Suspension as soon as is reasonably possible.



6.Intellectual Property Rights; Feedback.


6.1 Intellectual Property Rights. Except as expressly stated in the Agreement, the Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. Urbern owns all Intellectual Property Rights in the Urbern’s Services.


6.2 User Feedback. If User provides Urbern Feedback about the Services, then Urbern may use that information without obligation to User, and User irrevocably assigns to Urbern all right, title, and interest in that Feedback.



7.Third-Party Legal Notices and License Terms.

Certain components of the Services (including open-source software) are subject to third-party copyright and other Intellectual Property Rights.


8.Deprecation Policy. 

Urbern will notify User at least 1 month before making a Significant Deprecation unless Urbern reasonably determines that: (a) Urbern cannot do so by law or by contract (including if there is a change in applicable law or contract) or (b) continuing to provide the Services could create a security risk or substantial economic or technical burden.



9.Confidentiality.


9.1 Confidentiality Obligations. Subject to Section 9.2 (Required Disclosure), the recipient will use the other party’s Confidential Information only to exercise its rights and fulfil its obligations under the Agreement. The recipient will use reasonable care to protect against disclosure of the other party’s Confidential Information to parties other than the recipient’s employees, Affiliates, agents, or professional advisors (“Delegates”) who need to know it and are subject to confidentiality obligations at least as protective as those in this Section 9.1 (Confidentiality Obligations).

9.2 Required Disclosure.

9.2.1 Subject to Section 9.2.2, the recipient and its Affiliates may disclose the other party’s Confidential Information to the extent required by applicable Legal Process, if the recipient and its Affiliates (as applicable) use commercially reasonable efforts to: 

(a) promptly notify the other party of such disclosure before disclosing; and 

(b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure.

9.2.2 Sections 9.2.1(a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could: 

(i) result in a violation of Legal Process; 

(ii) obstruct a governmental investigation; or 

(iii) lead to death or serious physical harm to an individual.

9.2.3 As between the parties, User is responsible for responding to all third party requests concerning its use and User End Users’ use of the Services.



10.Term and Termination.


10.1 Agreement Term. The Agreement is effective from the Effective Date until it is terminated in accordance with its terms (the “Term”).


10.2 Termination for Breach. Either party may terminate the Agreement for breach if: (a) the other party is in material breach of the Agreement and fails to remediate that breach within 30 days after receipt of written notice; (b) the other party ceases its business operations, or (c) becomes subject to insolvency proceedings, and the proceedings are not dismissed within 90 days. Urbern may terminate access to Services if User meets any of the conditions in subsections (a) or (b).


10.3 Termination for Inactivity. Urbern may terminate access to Services with 30 days’ prior written notice if User has not made any requests to the Services for more than 180 days.


10.4 Termination for Convenience. User may stop using the Services at any time. Subject to any financial commitments expressly made by this Agreement, User may terminate the Agreement for its convenience at any time with 30 days’ prior written notice. Urbern may terminate the Agreement for its convenience at any time without liability to User.


10.5 Effects of Termination.

10.5.1 If the Agreement terminates, then: 

(a) the rights and access to the Services will terminate; 

(b) all Fees owed by User to Urbern are immediately due upon receipt of the final electronic bill; and 

(c) User will delete the Application and any content from the Services by the termination effective date.

10.5.2 The following will survive expiration or termination of the Agreement: Section 2 (Payment Terms), Section 3.2 (License Requirements and Restrictions), Section 4.4 (Data Use, Protection, and Privacy), Section 6 (Intellectual Property; Feedback), Section 9 (Confidential Information), Section 10.5 (Effects of Termination), Section 13 (Disclaimer), Section 14 (Indemnification), Section 15 (Limitation of Liability), Section 16 (Miscellaneous), and Section 17 (Definitions).



11.Publicity.

User may state publicly that it is a User of the Services. If User wants to display Urbern Brand Features in connection with its use of the Services, User must obtain written permission from Urbern. Urbern may include User’s name or Brand Features in a list of Urbern Users, online or in promotional materials. Urbern may also verbally reference User as a User of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.


12.Representations and Warranties.

Each party represents and warrants that: 

(a) it has full power and authority to enter into the Agreement; and 

(b) it will comply with the Laws applicable to its provision, receipt, or use, of the Services, as applicable.


13.Disclaimer 

EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, URBERN: (A) DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, ACCURACY OF RESULTS, NONINFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE SERVICES OR APPLICATION; (B) MAKES NO REPRESENTATION ABOUT CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICES; AND (C) WILL ONLY BE REQUIRED TO PROVIDE THE REMEDIES EXPRESSLY STATED IN THE SLA FOR FAILURE TO PROVIDE THE SERVICES. URBERN SERVICES ARE PROVIDED FOR PLANNING PURPOSES ONLY. INFORMATION FROM THE URBERN SERVICES MAY DIFFER FROM ACTUAL CONDITIONS, AND MAY NOT BE SUITABLE FOR THE USER. USER MUST EXERCISE INDEPENDENT JUDGMENT WHEN USING THE SERVICES TO ENSURE THAT (i) URBERN SERVICES ARE SUITABLE FOR THE USER.



14 Exclusion of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW (AND UNLESS URBERN HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), URBERN, INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWNTIME OR LOSS, USE OF, OR CHANGES TO, INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

URBERN AND ITS AFFILIATES WILL NOT BE LIABLE TO USER IN CONNECTION WITH THIS AGREEMENT FOR ANY AMOUNT THAT EXCEEDS (A) THE TOTAL FEES PAID OR PAYABLE BY USER TO LINKEDIN FOR THE SERVICES DURING THE TERM OF THIS CONTRACT, IF ANY, OR (B) AUD $100.



15.Indemnification.


15.1 User Indemnification Obligations. 

Unless prohibited by applicable law, User will defend Urbern and its Affiliates and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any User Indemnified Materials or (b) User’s use of the Services in violation of the AUP or in violation of the Agreement.


15.2 Urbern Indemnification Obligations. 

Urbern will defend User under the Agreement (“User Indemnified Parties”), and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an Allegation that User Indemnified Parties’ use of Urbern Indemnified Materials infringes the third party’s Intellectual Property Rights.


15.3 Indemnification Exclusions. 

Sections 15.1 (User Indemnification Obligations) and 15.2 (Urbern Indemnification Obligations) will not apply to the extent the underlying Allegation arises from (a) the indemnified party’s breach of the Agreement or (b) a combination of the User Indemnified Materials or Urbern Indemnified Materials (as applicable)s with materials not provided by the indemnifying party unless the combination is required by the Agreement.


15.4 Indemnification Conditions. 

Sections 15.1 (User Indemnification Obligations) and 15.2 (Urbern Indemnification Obligations) are conditioned on the following:

(a) The indemnified party must promptly notify the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 15.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 15.1 (User Indemnification Obligations) or 15.2 (Urbern Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.

(b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.


15.5 Remedies.

(a) If Urbern reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Urbern may, at its sole option and expense: (i) modify the Services to make them non-infringing without materially reducing their functionality; or (ii) replace the Services with a non-infringing, functionally equivalent alternative.

(b) If Urbern does not believe the remedies in Section 15.5(a) are commercially reasonable, then Urbern may suspend or terminate User’s use of the impacted Services.


15.6 Sole Rights and Obligations. 

Without affecting either party’s termination rights, Section 15 states the parties’ sole and exclusive remedy under the Agreement for any Allegations of Intellectual Property Rights infringement covered by this Section 15 (Indemnification).



16.Miscellaneous.


16.1 Notices. 

All notices must be in writing and addressed: (a) in the case of Urbern, to Urbern’s Legal Department at legal@35.189.28.126; and (b) in the case of User, to the Notification Email Address. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).


16.2 Assignment. 

User may not assign the Agreement without the written consent of Urbern. Urbern may assign the Agreement without the written consent of User by notifying User of the assignment.


16.3 Change of Control. 

If a party experiences a change of Control other than an internal restructuring or reorganisation, then: (a) that party will give written notice to the other party within 30 days after the change of Control; and (b) the other party may immediately terminate the Agreement any time between the change of Control and 30 days after it receives that written notice.


16.4 Force Majeure. 

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.


16.5 Subcontracting. 

Urbern may subcontract obligations under the Agreement but will remain liable to User for any subcontracted obligations.


16.6 No Agency. 

The Agreement does not create any agency, partnership or joint venture between the parties.


16.7 No Waiver.

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.


16.8 Severability. 

If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.


16.9 No Third-Party Beneficiaries. 

The Agreement does not confer any benefits on any third party unless it expressly states that it does.


16.10 Equitable Relief. 

Nothing in the Agreement will limit either party’s ability to seek equitable relief.


16.11 Governing Law.

This Agreement is governed by the laws of New South Wales.


16.12 Amendments. 

Except as stated in Section 1.6.2 (Modifications; To the Agreement), any amendment to the Agreement must be in writing, expressly state that it is amending this Agreement, and be signed by both parties.


16.13 Entire Agreement. The Agreement states all terms agreed between the parties and supersedes any prior or contemporaneous agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in the Agreement. The Agreement includes other terms (including the URL Terms), which are incorporated by reference into the Agreement. After the Effective Date, Urbern may provide an updated URL in place of any URL in the Agreement.


16.14 Conflicting Terms. 

If there is a conflict between the documents that make up the Agreement, then the documents will control in the following order: the Agreement and the terms. 


16.15 Conflicting Languages. 

If the Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.



17.Definitions.

 

“Account” means User’s Urbern Account.

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“Allegation” means an unaffiliated third party’s allegation.

“AUP” or “Acceptable Use Policy” means the then-current Acceptable Use Policy for the Services.

“Brand Features” means each party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

“Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.

“Control” means control of greater than 50% of the voting rights or equity interests of a party.

“User End User” or “End User” means an individual or entity that User permits to use the Services or User Application(s).

“User Indemnified Materials” means the User Application and User Brand Features.

“Documentation” means the then-current Urbern documentation.

“Emergency Security Issue” means either: (a) User’s or User End Users’ use of the Services in breach of the AUP, which such use could disrupt: (i) the Services; (ii) other Users’ or their User end users’ use of the Services; or (iii) the UrbernU z network or servers used to provide the Services; or (b) unauthorised third party access to the Services.

“Fee Accrual Period” means a calendar month or another period specified by Urbern in.

“Fee Threshold” means the then-current threshold, as applicable for certain Services.

“Feedback” means feedback or suggestions about the Services provided by User to Urbern.

“Fees” means the product of the amount of Services used or ordered by User multiplied by the Prices, plus any applicable Taxes.

“Urbern” means the Urbern entity corresponding to User’s billing address: 43 Winchester Ave Lindfield, NSW, Australia.

“Urbern Indemnified Materials” means Urbern’s technology used to provide the Services (excluding any open source software) and Urbern Brand Features.

“Urbern Content” means any content provided through the Services (whether created by Urbern or its third-party licensors), including map and terrain data, imagery, traffic data, and places data (including business listings).

“High-Risk Activities” means activities where the use or failure of the Services could lead to death, personal injury, or environmental damage, including (a) emergency response services; (b) autonomous and semi-autonomous vehicle or drone control; (c) vessel navigation; (d) aviation; (e) air traffic control; (f) nuclear facilities operation.

“Indemnified Liabilities” means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.

“including” means “including but not limited to”.

“Intellectual Property Rights” means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

“Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

“Technical Support Services” means the technical support service provided by Urbern to User under the then-current Maps Technical Support Services Guidelines.

“Personal Data” has the meaning given to it in: (a) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“EU GDPR”); or (b) the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018 (“UK GDPR”), if in force, as applicable.

“Notification Email Address” means the email address(es) designated by User in the Admin Console.

“Services” and “Urbern Services” means the services that offer Urbern’s information to the User via the Application.

“Significant Deprecation” means a material discontinuance or backwards-incompatible change to Urbern’s Services

“Software” means any downloadable tools, software development kits, or other computer software provided by Urbern for use as part of the Services, including updates.

“Suspend” or “Suspension” means disabling access to or use of the Services or components of the Services.

“Taxes” means any duties, customs fees, or government-imposed taxes associated with the purchase of the Services, including any related penalties or interest, except for taxes based on Urbern’s net income, net worth, asset value, property value, or employment.

“Term” has the meaning stated in Section 11.1 of the Agreement.

“Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

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