Thank you for showing interest in the GIS Cloud application, platform and it’s valuable services.
1. Your relationship with GIS Cloud Ltd.
1.1 Use of the Service is Subject to these Terms
Your use of any of the GIS Cloud application, platform or services (referred to as the “Services“) is subject to the terms of a legal agreement between you and GIS Cloud Ltd (referred to as the “GIS Cloud”). This legal agreement is referred to as the “Terms”.
- Unless otherwise agreed in writing with GIS Cloud, the Terms will include the terms and conditions set forth in this document;
- Before you use the GIS Cloud platform you should read the Terms, and print or save a local copy for your records.
1.3 Changes to the Terms
GIS Cloud reserves the right to make changes to the Terms if necessary. When these changes are made, GIS Cloud will make a new copy of the Terms available at the same page. You understand and agree that if you use the Service after the date on which the Terms have changed, GIS Cloud will treat your use as acceptance of the updated Terms. If a modification is unacceptable to you, you may terminate the agreement by ceasing use of the GIS Cloud platform.
2. Accepting the Terms
2.1 Clicking to Accept the Terms or Using GIS Cloud
In order to use the GIS Cloud platform you must agree to these Terms. You can accept the Terms by:
- clicking to accept or agree to the Terms, where this option is made available to you in the user interface of the Service;
- using GIS Cloud platform. In this case, you understand and agree that GIS Cloud will treat your use of the GIS Cloud platform as acceptance of the Terms from that point onwards.
2.2 Authority to Accept the Terms
You state that you have full power, capacity and authority to accept these Terms. If you are accepting on behalf of your employer or any other entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you do not have the legal authority to bind, please ensure that an authorized person from your entity consents to and accept these Terms.
3. Privacy and Personal Information
4. Provision of Service by GIS Cloud
4.1 GIS Cloud’s Subsidiaries and Affiliates
GIS Cloud has or will have subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates“). Sometimes, these companies will be providing the Service to you on behalf of GIS Cloud itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Service to you.
4.2 Limits on Your Use of the Service
You acknowledge and agree that GIS Cloud may impose or adjust the limit on the number of transactions you may send or receive through the Service or resources you use in accordance to way of GIS Cloud usage; such fixed upper limits may be set by GIS Cloud at any time, at GIS Cloud’s discretion. GIS Cloud beside it’s commercial services has free WebGIS and WebMap services where you can experience some resource limitations.
4.3 Refund Policy
We are required to provide a refund only if we terminate our Services to You without cause before the end of a month for which you have paid. There is no other circumstance in which you will be entitled to a refund from GIS Cloud. We may, at our sole discretion, offer refunds in other situations subject to any Member seeking such refund applying for the refund in accordance with the requirements we post on the website, which may be changed from time to time.
4.4 Changes to the Service: Termination of the Service
- If GIS Cloud in its discretion chooses to cease providing the current version of the Service whether through discontinuation of the Service or by upgrading the Service to a newer version, the current version of the Service will be deprecated and become the Deprecated Version of the Service. GIS Cloud will issue an announcement if the current version of the Service will be deprecated. For a period of 1 year after an announcement (the “Deprecation Period”), GIS Cloud will use commercially reasonable efforts to continue to operate the Deprecated Version of the Service and to respond to problems with the Deprecated Version of the Service deemed by GIS Cloud in its discretion to be critical. During the Deprecation Period, no new features will be added to the Deprecated Version of the Service.
- GIS Cloud reserves the right in its discretion to cease providing all or any part of the Deprecated Version of the Service immediately without any notice if:
(i) you have breached any provision of the Terms (or have acted in manner that clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(ii) GIS Cloud is required to do so by law (for example, due to a change to the law governing the provision of the Deprecated Version of the Service); or
(iii) the Deprecated Version of the Service relies on data or services provided by a third party partner and the relationship with such partner has expired or been terminated or requires GIS Cloud to change the way GIS Cloud provides the data or services through the Deprecated Version of the Service; or
(iv) providing the Deprecated Version of the Service could create a substantial economic burden as determined by GIS Cloud in its reasonable good faith judgment; or
(v) providing the Deprecated Version of the Service could create a security risk or material technical burden as determined by GIS Cloud in its reasonable good faith judgment.
- GIS Cloud is constantly innovating in order to provide the best possible experience for its users. At any time prior to discontinuing the current version of the Service or upgrading to a new version of the Service, GIS Cloud may, in its discretion as part of this continuing innovation, label certain features or functionality of the Service as “experimental” or “beta”.
5. Your GIS Cloud Account
5.1 Signing Up for a GIS Cloud Account
In order to access the Service, you must have a GIS Cloud Account. You agree that any information you give to GIS Cloud in connection with your GIS Cloud Account or your continued use of the Service will always be accurate, correct and up to date.
5.2 Your Passwords and Account Security
You agree that you will be solely responsible to GIS Cloud for your use of the Service. If you become aware of any unauthorized use of your password or your account you agree to notify GIS Cloud immediately.
6. OWNERSHIP, GRANT OF RIGHTS, AND USE RESTRICTIONS
You acknowledge and agree that GIS Cloud (or GIS Cloud’s licensors and their suppliers, as applicable) own all legal right, title and interest in and to the Service, Content and Technology, including any intellectual property rights that subsist in the Service and Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2 Grant of Noncommercial and Commercial Use of Services
Upon Your acceptance of this Agreement, You may access, download, view, copy, and print Services and Content available on GIS Cloud site, for Your Use. As a condition of this grant of Commercial and Noncommercial Use license, You agree not to distribute content obtained trough GIS Cloud to Your third party customers the terms of which protect the Intellectual Property rights of GIS Cloud and its licensor(s). For the purposes of this Article “Commercial Use” means Your authorized use of the Services wherein You provide the Services to third parties through transactions that You and/or Your third party customers generate income, promote the generation of income, or any other means of commercial advantage or private financial gain from such use.
Inquiries regarding additional uses not provided herein may be submitted to GIS Cloud through a Copyright information or Permissions request e-mail.
6.3 Improper Use of Services
Any rights not granted herein or otherwise agreed to in writing between you and GIS Cloud are prohibited. In particular, you may not (or attempt to):
- access Services or resources not made available to you through a standard web browser or GIS Cloud products;
- reverse-engineer, decompile, access, or hack GIS Cloud Services not made readily available to you (without consideration given to how reasonable the means used are to keep such secure);
- use Services in such a manner as to adversely affect GIS Cloud’s and GIS Cloud’s commercial interests;
- alter, obstruct, or remove any proprietary rights notices provided with the Services;
- manually or systematically harvest information contained within the Service;
6.4 Trademarks and Logos
6.5 Third-Party Data and/or Imagery Licensing Terms and Use Restrictions
Services provided by GIS Cloud may contain third-party data and/or imagery. In addition, GIS Cloud provides the ability to view, access and incorporate maps and content that is provided by other software and content providers such as Google, Microsoft, ESRI, OpenStreetMap and others through the use of web services and interfaces, including but not limited to Web Map Service. Use of third-party data and/or imagery may be subject to such third party’s License Agreement or additional use restrictions. You are solely responsible for compliance with all applicable third party license agreement(s). Third party Use Restrictions may be provided with the data (such as with metadata). GIS Cloud may modify the third party license agreement and any applicable use restrictions from time to time and it is your responsibility to check for updates to these license agreements or use restrictions. If a modification any third party license agreement, or use restrictions is unacceptable, you may cancel your access upon written notice to GIS Cloud or discontinue use of the Service, as applicable. Continued use of the Service will be deemed acceptance of any modifications.
6.6 Sharing of Your Content
In the event You desire to make use of the GIS Cloud content sharing feature by uploading or publishing any of Your data and/or imagery to GIS Cloud, You hereby grant GIS Cloud a nonexclusive, revocable, royalty free to insert a non invasive logo of GIS Cloud and to provide end users a hypertext reference link to GIS Cloud platform from Your content.
6.7 Copyright Policy
GIS Cloud’s copyright policy is to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to take-down allegedly infringing materials and/or terminating the accounts of repeat infringers, as applicable.
7. Permitted Uses under GIS Cloud’s Licenses
7.1 Permitted Purposes. You agree to use the Service only for purposes:
- that are permitted by the Terms;
- that are permitted by any applicable third party contract, law, or regulation in the relevant jurisdictions; and
- that comply with all applicable policies or guidelines made available by GIS Cloud.
8. License Requirements
GIS Cloud’s licenses above are subject to your adherence to the following requirements:
If you develop by use of GIS Cloud a project or solution for use by other users, you must:
- protect the privacy and legal rights of those users.
Content provided to you through the Service may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of GIS Cloud, GIS Cloud, its partners, or other third party rights holders of content indexed by GIS Cloud. You may not delete or in any manner alter these trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
8.3 Responsibility for Breaches
You agree that you are solely responsible for (and that GIS Cloud has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which GIS Cloud may suffer) of any such breach.
9. License Restrictions
Except as expressly permitted under the Terms, or unless you have received prior written authorization from GIS Cloud (or, as applicable, from the provider of particular Content), GIS Cloud’s licenses above are subject to your adherence to all of the restrictions below. Except as explicitly permitted you must not (nor may you permit anyone else to):
- access or use the Service or any Content through any technology or means other than those provided in the Service, or through other explicitly authorized means GIS Cloud may designate;
- copy, translate, modify, create a derivative work of, or publicly display any Content or any part thereof (for example, the following is prohibited: creating server-side modification of map tiles;
- reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof, unless this is expressly permitted by GIS Cloud or required by applicable law;
- use, edit or publish Content obtained trough Service with any other Service or application besides GIS Cloud.
- use the Service in a manner that gives you or any other person access to mass downloads or bulk feeds of any Content, including but not limited to numerical latitude or longitude coordinates, imagery, and visible map data;
- delete, obscure, or in any manner alter any warning, notice (including but not limited to any copyright or other proprietary rights notice), or link that appears in the Service or the Content;
- hide or mask from GIS Cloud the identity of your service as it uses the Service, including by failing to follow the identification conventions listed; or
- violate any policies or violate GIS Cloud’s Software Principles and other policies as GIS Cloud may develop from time to time, including but not limited to the GIS Cloud policies below, under which you agree not to:
(i) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
(ii) upload, post, transmit or otherwise make available any inappropriate, defamatory, obscene, or unlawful content;
(iii) upload, post, transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of the rights, or have the permission of the owner or other legal justification to use such content;
(iv) upload, post, transmit or otherwise make available messages that promote pyramid schemes, chain letters, or disruptive commercial messages or advertisements;
(v) upload, post, email, transmit or otherwise make available any other content, message, or communication prohibited by applicable law, the Terms or any applicable Service policies or guidelines;
(vi) download any file posted by another that you know, or reasonably should know, cannot legally be distributed in such manner;
(vii) impersonate another person or entity, or falsify or delete any author attributions or labels of the origin or source of Content, or other material;
(viii) restrict or inhibit any other user from using and enjoying the Service or any other GIS Cloud and GIS Cloud Services;
(x) delete, obscure, or in any manner alter any warning, notice (including but not limited to any copyright or other proprietary rights notice), or link that appears in the Service or the Content;
(xi) interfere with or disrupt the GIS Cloud Services, servers, or networks connected to the GIS Cloud Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the GIS Cloud Services;
(xii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the GIS Cloud Services or Content or collect information about users for any unauthorized purpose;
(xiii) display content that falsely expresses or implies that such content is sponsored or endorsed by GIS Cloud and GIS Cloud;
(xiv) create user accounts by automated means or under false or fraudulent pretenses, or obtain or attempt to obtain multiple keys for the same URL;
(xv) promote or provide instructional information about illegal activities;
(xvi) promote physical harm or injury against any group or individual; or
(xvii) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
10. Licenses from You to GIS Cloud
10.1 Content License
10.2 Brand Features License
You grant to GIS Cloud a nontransferable, nonexclusive license during the Term to use Your Brand Features to advertise that you are using the Service.
10.3 Authority to Grant Licenses
You confirm and warrant to GIS Cloud that you have all the rights, power and authority necessary to grant the above licenses.
11. Terminating this Agreement
11.1 The Terms will continue to apply until terminated by either you or GIS Cloud as set out below.
11.2 You may terminate your legal agreement with GIS Cloud by discontinuing your use of the Service at any time. You do not need to specifically inform GIS Cloud when you stop using the Service.
11.3 GIS Cloud may, at any time, terminate its legal agreement with you or cease providing all or any part of the Service immediately without any notice if:
(i) you have breached any provision of the Terms (or have acted in manner that clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(ii) GIS Cloud is required to do so by law (for example, due to a change to the law governing the provision of the Service); or
(iii) the Service relies on data or services provided by a third party partner and the relationship with such partner has expired or been terminated or requires GIS Cloud to change the way GIS Cloud provides the data or services through the Service; or
(iv) providing the Service could create a substantial economic burden as determined by GIS Cloud in its reasonable good faith judgment; or
(v) providing the Service could create a security risk or material technical burden as determined by GIS Cloud in its reasonable good faith judgement.
11.4 Nothing in this Section will affect GIS Cloud’s rights regarding provision of the Service under Section 4 of the Terms.
12. EXCLUSION OF WARRANTIES
12.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, WILL EXCLUDE OR LIMIT GIS CLOUD’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF LOSS OR DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND GIS CLOUD’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE AND THE CONTENT IS AT YOUR SOLE RISK AND THAT THE SERVICE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IN PARTICULAR, GIS CLOUD, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND THEIR SUPPLIERS, DO NOT REPRESENT OR WARRANT TO YOU THAT:
- YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS;
- ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
12.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GIS CLOUD, OR THROUGH OR FROM THE SERVICE OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
12.4 GIS CLOUD, ITS LICENSORS AND THEIR SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
13. LIMITATION OF LIABILITY
13.1 SUBJECT TO SECTION 13.1, YOU EXPRESSLY UNDERSTAND AND AGREE THAT GIS CLOUD, ITS SUBSIDIARIES AND AFFILIATES, AND LICENSORS AND THEIR SUPPLIERS, WILL NOT BE LIABLE TO YOU FOR:
- ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS); OR
- ANY LOSS OR DAMAGE AS A RESULT OF:
(i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE GIS CLOUD SERVICES;
(ii) ANY CHANGES THAT GIS CLOUD MAY MAKE TO THE SERVICE, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE);
(iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE;
(iv) YOUR FAILURE TO PROVIDE GIS CLOUD WITH ACCURATE ACCOUNT INFORMATION; OR
(v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
13.2 THE LIMITATIONS ON GIS CLOUD’S LIABILITY TO YOU IN SECTION 14.1 ABOVE WILL APPLY WHETHER OR NOT GIS CLOUD, ITS SUBSIDIARIES, AFFILIATES, LICENSORS OR THEIR SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.
14.1 You hereby agree to indemnify, defend and hold GIS Cloud, its strategic partners, officers, directors, agents, affiliates, licensors and their suppliers (“the Indemnified Parties“) harmless from and against any claim or liability arising out of:
- your use of the GIS Cloud platform in breach of the Terms or applicable policies;
- any use by users of your projects realized trough the GIS Cloud platform;
- any claim that your GIS Cloud projects or Your Content violates any applicable law, including but not limited to any claim that infringes the rights of a third party.
14.2 You will cooperate as fully as reasonably required in the defense of any claim. GIS Cloud reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the GIS Cloud may be irreparable; therefore, GIS Cloud is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies.
15. Copyright Policies
It is GIS Cloud’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.
16. Other Content
16.1 The Service may include hyperlinks to other websites or content or resources. GIS Cloud has no control over any web sites or resources that are provided by companies or persons other than GIS Cloud. You acknowledge and agree that GIS Cloud is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources.
16.2 You acknowledge and agree that GIS Cloud is not liable for any loss or damage that may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such websites or resources.
17. General Legal Terms
You agree that GIS Cloud may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service.
17.2 No Waiver
You agree that if GIS Cloud does not exercise or enforce any legal right or remedy contained in the Terms (or that GIS Cloud has the benefit of under any applicable law), this will not be taken to be a formal waiver of GIS Cloud’s rights and that those rights or remedies will still be available. Any waiver of any provision of these Terms will be effective only if GIS Cloud expressly states in a signed writing that it is waiving a specified Term.
If any court of law that has jurisdiction rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
The Terms may be assigned by GIS Cloud and will inure to the benefit of GIS Cloud, its successors and assigns.
17.5 Governing Law and Jurisdiction; Injunctive Relief
The Terms, and your relationship with GIS Cloud under the Terms, will be governed by the English law without regard to its conflict of laws provisions. You and GIS Cloud agree to submit to the exclusive jurisdiction of the courts located in London, United Kingdom, to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that GIS Cloud will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
17.6 Complete Agreement
The Terms constitute the whole legal agreement between you and GIS Cloud and govern your use of the Service and Content, and completely replace and supersede any prior agreements between you and GIS Cloud, written or oral, in relation to the Service and Content.
Last update: December 17th 2012
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