LAATSTE UPDATE: 12 SEPTEMBER 2016
Wanneer u onze diensten gebruikt, stemt u automatisch in met deze servicevoorwaarden.
Op dit moment zijn onze servicevoorwaarden alleen in het Engels beschikbaar.
These Terms of Service are incorporated with respect to the provision by Spotzi of certain SERVICES to you hereby referred as the CLIENT or YOU. All communication, including these Standard Service Terms, govern the relationship between the Parties with respect to Spotzi providing a WEBSITE, APP, DATASHOP, DIGITAL GOODS, MAPS, MAPBUILDER, WEBSERVICE, GEOCODER, API or DASHBOARD hereby referred as SERVICES.
All SERVICES are operated by Spotzi. Throughout the site, the terms “we”, “us” and “our” refer to Spotzi. Spotzi offers this website, including all information, tools and SERVICES available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By using our SERVICES you engage in our “Service” and agree to be bound by terms and conditions (“Terms of Service”, “Terms”). These Terms of Service apply to all users of our SERVICES, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content. If you do not agree to all the terms and conditions of this agreement, then you may not use any of our SERVICES. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Your use of our SERVICES is subject to the terms of a legal agreement between you and Spotzi (the “Terms”). “Spotzi” means either (a) Spotzi B.V., with offices at Veilingdreef 17, 4614RX Bergen op Zoom, if your billing address is in any country within Europe, Asia, Africa and Australia; or (b) Spotzi Canada Ltd., with offices at 151 Charles Street West, Kitchener, Ontario, Canada, if your billing address is in North and South America.
In the event of a conflict between a provision in these Standard Service Terms and Conditions and a provision in the body of a written and signed Contract, the provision in the body of the Contract shall prevail.
You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes or our SERVICES. Paying customers will receive an e-mail when we update our Terms of Service. For free users it is your responsibility to check this page periodically for changes. Your continued use of or access to our SERVICES following the posting of any changes constitutes acceptance of those changes.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
This Section of the Terms of Service handles specific conditions for free use or our service(s). All other sections of these Terms of Service except the PAID ACCOUNTS section are also applicable to you.
- The Spotzi logo in the lower left corner of a map has to be shown in all applications you build and all maps you share. With all other FREE SERVICES you must credit Spotzi. You must also credit the original owner of the content when Spotzi has mentioned the original owner next to the content.
- Spotzi claims no ownership over your content, and you retain copyright and any other rights you already hold in your content.
- Content provided to you through Spotzi may contain the Brand Features of Spotzi, its strategic partners, or other third-party rights holders of content that Spotzi indexes. When Spotzi provides those Brand Features or other attribution through our products, you must display such attribution as provided and must not delete or alter the attribution.
- It is not allowed to act as a re-seller of our service nor is it allowed to sub-license our products or embed our SERVICES in an application for which you charge your clients.
- It is not allowed to build a fee-based subscription or other fee-based restricted access. This rule applies to your content and any other content in your application, whether your content or the other content exists now or is added later. Your application build around our products must not operate (i) only behind a firewall; or (ii) only on an internal network (except during the development and testing phase); or (iii) in a closed community (for example, through invitation-only access).
- Free access does not apply if SERVICES are used in a mobile application that is sold for a fee through an online store and is downloadable to a mobile device that can access the online store.
- A maximum of 750,000 map-views per month apply.
- The map-views include the use of street map and satellite maps. No additional charges applies.
- The map-views also include the use of our thematic maps. Up to 4 maps can be displayed on top of a street map or satellite map.
- Spotzi holds the right to embed commercial outings like banners.
- By entering your e-mail address you agree upon the fact that Spotzi or third parties might use your e-mail address to validate your identity and use it for promotional campaigns.
This section of the Terms of Service handles the paid use or our services. All other sections of the Terms of Service are also applicable to you expect the FREE ACCOUNTS section.
The following conditions apply for PAID use:
- Logo free use.
- Spotzi claims no ownership over your content, and you retain copyright and any other rights you already hold in your content.
- Your content will be private and not accessible through a generally available web browser, mobile device or Spotzi authorized application unless permitted by you.
- Paid accounts will get access to our API.
- Spotzi will not show banners.
- Your e-mail address will be kept private and will not be shared with third parties.
- You are allowed to build one application which is not a public facing websites or application in any other form such as but not limited to an intranet application within your own organization or the visualization of your data on a website behind a firewall or a fee based restricted access to view your application.
- It is not allowed to act as a re-seller of our service nor is it allowed to sub-license our products or embed our SERVICES in an application for which you charge your client(s) per application unless permitted by Spotzi. Please contact Spotzi for more information about waiving this restriction.
- Content provided to you through Spotzi may contain the Brand Features of Spotzi, its strategic partners, or other third-party rights holders of content that Spotzi indexes. When Spotzi provides those Brand Features or other attribution through our products, you must display such attribution as provided and must not delete or alter the attribution unless permitted by Spotzi.
- It is not allowed to build a GIS datashop around our SERVICES unless permitted.
- Multiple users can access the Mapbuilder with a multi-user subscription.
- Unlimited mapviews (based on account type).
- The mapviews include the use of streetmap and satellite maps. No additional charges applies.
- The mapviews also include the use of our thematic maps. Up to 4 maps can be displayed on top of a streetmap or satellite map.
- You are allowed to print up to 10,000 digital copies of our maps per month.You understand and agree that Spotzi has the sole right and discretion to determine whether your attribution(s) are in compliance with the above requirements.
Use of our SERVICES are only allowed by the legal entity which pays for use of our SERVICES and by any individuals, corporations, partnerships, limited liability companies, trusts, or legal entities which control, are controlled by, or are under common control with CLIENT. SERVICES provided by Spotzi to CLIENT are for the sole use and benefit of and by the CLIENT, with no intended or unintended third party beneficiary. CLIENT will not apportion, assign, utilize or otherwise exploit the Services, deliverables, and other materials provided by Spotzi to or for the benefit of any other entity or individual unless otherwise agreed upon between Spotzi and the CLIENT.
During the course of Spotzi’s performance of the Services, CLIENT may request changes in the Services, however, a change to the Services requires the mutual agreement of both Parties. The Parties may mutually incorporate any such changes in a document which shall include, at a minimum, (i) the amended scope of work and specifications, (ii) delivery dates and (iii) the adjusted compensation and payment terms (“Change Order” or “CO”). In the event of any conflict between the body of these Standard Terms and Conditions and the body of the Contract, on the one hand, and a Change Order, on the other hand, the Change Order shall govern.
Availability (Paid Services only)
Spotzi commits itself to deliver the agreed SERVICES without interruption and to minimize the number of interruptions. An interruption is when the supply of the SERVICES is interrupted for a certain period, subject to the provisions of this Article.
- An interruption is not considered:
– A small deviation from the agreed technical specifications which do not obstruct the normal use of the SERVICES;
– An interruption of a hundred (100) seconds or less;
– An interruption in the delivery of services related to maintenance;
– An interruption in the delivery of services related to force majeure;
– An interruption in the delivery of the service directly resulting from an error by third parties, such as the network or Internet connection of the Client.
The expected availability of the service is 99.9% annually. The availability of the SERVICES is defined as the percentage of the total use in one (1) year that no faults have occurred. The expected availability does not apply for the Geocoder and Webcrawlers and third party services Spotzi cannot influence such as but not limited to SERVICES such as weather API’s and Government Services.
If Spotzi is unable to deliver its SERVICES for a period that lasts longer than 10 businesses days CLIENT has the right to terminate the agreement with immediate effect . If the agreement is terminated due to the malfunction Spotzi will credit fees already being paid by the Client as of the day the service was interrupted.
When Scheduled maintenance is planned that will cause an interruption in the supply of the SERVICES of more than a hundred (100) seconds Spotzi will inform the client at least five (5) business days in advance. Spotzi will inform the client about the duration of the work concerned. Maintenance is limited to corrective maintenance on the server side: maintaining, keeping the service available, installing updates and accessibility of the SERVICES as it was installed at the start of this agreement. Maintenance resulting from wishes of the client are not part of this Service Level Agreement.
Reporting interruptions (Paid Services only)
- For reporting interruptions or requesting the status of interruptions already dealt with the Client can contact Spotzi. You can contact local offices around the world on regular working days (excluding holidays), from 9:00 to 17:00 or by email at firstname.lastname@example.org. The e-mail address is available 24 hours a day.
- The Client will inform Spotzi of an identified interruption through a telephone report or notification by e-mail. An interruption reported by the Client is registered by the help-desk. The registration date is considered the date when the interruption occurred.
- Within a maximum of 8 hours (during working hours) after recording the interference Spotzi informs the Client of the nature of the failure and the expected recovery time.
- The client reporting the failure needs to provide the information needed to identifying the SERVICE which is interrupted. The client should provide the necessary cooperation and should be available by phone during the first eight hours after registration of the interruption.
- Once an interruption has been rectified Spotzi will inform the Client per telephone or email. The timing of this notice is considered the date when the interruption is considered solved.
- Spotzi strives to recover the interruption within a reasonable time.
- Within one to 8 hours (during working hours) after registration of the interruption Spotzi starts working in restoring the interruption.
- Within a maximum of 8 hours (during working hours) after the commencement of the repair work, the status will be reported to the client.
- None of the parties is obliged to fulfill any obligation if prevented from doing so due to a circumstance that is not due to her fault.
- In the event of force majeure, the obligations arising from the contract’s obligations will be fully or partially suspended for the duration of the force majeure. No compensation will be offered.
- Force majeure are events Spotzi has no reasonable influence on. Force majeure includes strikes, late delivery by suppliers, faulty or disturbing telephone and internet lines, flood, fire, burglary, accident, infections of ICT systems by unknown computer viruses which can not be defined and identified by antivirus programs and firewalls, DDOS attacks.
When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
You are responsible for safeguarding the password that you use to access our SERVICES and for any activities or actions under your password, whether your password is with our SERVICES or a third-party service.
You agree not to disclose your password to any third party. You must notify us immediately upon becoming
aware of any breach of security or unauthorized use of your account.
Payments and Orders
Except as otherwise set forth CLIENT shall pay to SPOTZI all amounts due, including Expenses and any applicable taxes exigible on the Services, within fourteen (14) calendar days of CLIENT’s receipt of SPOTZI’s invoice.
When CLIENT uses a SERVICE of Spotzi with recurring monthly fees and CLIENT wants to pay by INVOICE Spotzi will credit CLIENT three months in advance for the use of these services. CLIENT can also sign a Pre-Authorized Debit Agreements (PAD) when residing in Canada or North America or a Single Euro Payments Area (SEPA) Agreement when residing in Europe. In this case SPOTZI will withdraw the necessary payments on a montly basis. An invoice will be send. All other regions can pay by PAYPAL or INVOICE.
Any payment not received within fourteen (14) calendar days of CLIENT’s receipt of the invoice shall be subject to a late payment fee of 1.5% per month or the highest amount allowed by law, whichever is less.
All taxes exigible on the Services will be added to the price of the Services and shall be paid by CLIENT.
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases make. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
Internal use of the data is allowed in a GIS application or other kind of online or offline software that handles the data you download. It is allowed to give access to the visualization of the data to external parties (for instance clients, users of your web application, etc.).
It is not allowed to give external users access to the dataset (for instance the as a SQL table, Excel sheet, Shapefile, CSV etc.) by offering a download, give access to webcrawlers or any type of form in which the external party gets access to the dataset both raw or enriched data. You are also not allowed to re-sell the data you download.
Our data is delivered to the CLIENT by a choice of methods:
- via download to the CLIENT’s personal desktop computer
- via cloud storage solutions
You hereby agree to download and use the data as described in these terms of agreement and that you will not copy, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, sub-license or transfer the data to anyone else. Nothing in these conditions of sale grants the CLIENT any rights other than those expressly set out herein. These terms do not grant the CLIENT any rights in relation to the synchronisation, public performance, promotional use, commercial sale, resale, reproduction, distribution or commercial exploitation of any Data unless otherwise stated in these terms of agreement.
Some Data is advertised in the “Store” as having counterpart physical goods. If purchasing this type of product Spotzi will collect the CLIENT’s address during the order process to allow the Spotzi or a third party to drop ship the counterpart physical product.
Return and refund policy
All purchases from the Spotzi Datashop are non-refundable after purchase.
When you share your store details (e.g. logo, opening hours etc.) with Spotzi you state that you are the sole and only copyright holder of that information and that you grant Spotzi’s permission to resell that information to third parties.
Free and standard accounts may generate up to 750,000 free mapviews a month. Team accounts may generate up to 1,500,000 mapviews a month. An additional 5% increase over the limit is allowed at no additional charges. When passing the 5% limit your maps will not stop working. However Spotzi will contact you to work out an agreement.
Each time a map is reproduced it is considered a map view. During loading or after a map is generated, many smaller requests to the our service might occur, but for quota accounting, these are all considered a single map view. A new map view is counted if the map is reloaded or modified after the map has been generated. Map views are counted from embedded maps, the user interface, and maps produced through the Webservice on other websites or any other application including mobile applications.
There is a max number of WRITE SQL statements per API call: 1000 rows or 20mb of data (payload of a SQL API call); and a max number of API Calls:
STANDARD ACCOUNT: 1 per second
ENTERPRISE ACCOUNT: 5 per second
With unlimited storage Spotzi allows an initial storage of 10Gb per account. When you reach this limit you must contact Spotzi to increase this limit.
We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
- You will not modify or create a derivative work based on any Content unless expressly permitted to do so under these Terms. For example, the following are prohibited: (i) creating server-side modification of map tiles; (ii) stitching multiple static map images together to display a map that is larger than permitted or (iii) tracing or copying the copyrightable elements of Spotzi’s maps or building outlines and creating a new work, such as a new mapping or navigation dataset.
- You will not pre-fetch, cache, index, or store any Content you use from Spotzi. This includes no caching of our Basemap and feeds from our webservice unless permitted by Spotzi.
- You will not use the SERVICES in a manner that gives you or a third party access to mass downloads or bulk feeds of any Content. For example, you are not permitted to offer a batch geocoding service.
- You will not use our SERVICES to create or augment your own mapping-related dataset (or that of a third party), including a mapping or navigation dataset, business listings database, a GIS datashop, mailing list, or telemarketing list.
- You will not print more than 5,000 copies of sales collateral materials containing a screenshot of the Content for purposes of commercial sales lead generation.
- You will not incorporate the Content as a core part of printed matter (such as a printed map or guide book).
- It is not allowed to build a GIS datashop around our SERVICES.
- You will not incorporate any software provided as part of the SERVICES into other software.
- You will not access our API’s or the Content except through our SERVICES. For example, you must not access map tiles or imagery through interfaces or channels (including undocumented Spotzi interfaces) other than the API’s Spotzi provides among such applications like the Mapbuilder and our Webservice.
- You must provide Spotzi with the correct e-mail address and not hide identity.
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
You understand and agree that Spotzi has the sole right and discretion to determine whether your attribution(s) are in compliance with the above requirements.
General Terms of Service
Nothing contained herein or in a Contract shall be deemed to create any association, partnership, joint venture or the relationship of principal/agent or employer/employee between Spotzi on the one hand and CLIENT on the other hand. SPOTZI is an independent contractor and shall perform all Services as such.
Neither Party shall have the authority to make financial commitments on behalf of the other Party, nor shall either Party have the authority to incur any financial obligations in the other Party’s name without the express written approval of the other Party.
SPOTZI shall be responsible for the payment of compensation to its own employees and subcontractors. Neither Party shall be responsible for the responsibilities, taxes, or otherwise of the other Party.
CLIENT agrees to cooperate with Spotzi to the extent reasonably necessary for Spotzi to perform its Services. In addition to any such activities specified in the body of a Contract, such CLIENT cooperation shall include, but not be limited to, providing Spotzi with all necessary material, information, assistance and access to, and use of, CLIENT’s premises, computers and other equipment during regular business hours, and providing prompt review and decision-making regarding any item requiring CLIENT. CLIENT shall also provide Spotzi with access to CLIENT-designated personnel during regular business hours, including, but not limited to, the any persons that may be listed in the body of the Contract.
In performing CLIENT’s obligations, including requests made to and materials provided to SPOTZI, under the Contract, CLIENT will comply with all applicable laws, statutes, ordinances, codes, rules, regulations and orders applicable to it.
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.
ACCEPTANCE OF CUSTOM MADE DELIVERABLES
In case of custom made application, services and products all deliverables will be made available to CLIENT for review to ensure that such deliverables materially comply with the specifications. If a series of deliverables are to be made available based on milestones or other timeline, then each deliverable shall be inspected and accepted individually, and the procedures, obligations and other terms of this Section shall apply to each deliverable. The number of business days (the “Review Period”) may be set forth in a written and signed Agreement, and if not so indicated, shall be five (5) business days, commencing on the date Spotzi makes the deliverables available to CLIENT.
If, during a Review Period of a deliverable, CLIENT provides notice to SPOTZI that such deliverable is not accepted and does not conform to the Acceptance Criteria, SPOTZI shall within a reasonable period of time remedy such nonconformities and deliver a corrected deliverable to CLIENT for an additional Review Period. Unless otherwise set forth in a written and signed agreement or as otherwise provided in this paragraph, this process shall be repeated as necessary until each deliverable conforms to the Acceptance Criteria. If a deliverable does not conform to the Acceptance Criteria by the applicable due date, then CLIENT may, (i) immediately terminate the Contract and return the nonconforming deliverable to Spotzi; or (ii) allow Spotzi to remedy the nonconformities for a period of time agreed to by the Parties. When a deliverable has satisfied the Acceptance Criteria, CLIENT shall give Spotzi prompt notice thereof. If no notice is received by Spotzibefore the conclusion of a Review Period, the deliverable will be deemed accepted.
SPOTZI shall have no obligations under this Section if the deliverable was not used in accordance with the specifications, if any, (ii) the deliverable was altered, modified or converted by CLIENT or any third party; (iii) CLIENT’s equipment or software malfunctioned and such malfunction caused the nonconformity; (iv) CLIENT has not paid all amounts then due and owing to Spotzi; (v) any nonconformities in the deliverable is due to any work, product or other contribution to the deliverable by CLIENT or any party not a signatory to the Contract; or (vi) any other cause outside the reasonable control of Spotzi caused the nonconformity.
Upon the expiration or earlier termination of the delivery of agreed upon services or products, CLIENT shall within seven (7) calendar days pay SPOTZI for any and all Services rendered and work performed up to the date of termination, including Expenses, and shall, at its own expense and SPOTZI’s direction, return to SPOTZI or destroy all SPOTZI Confidential Information in CLIENT’s possession, including copies thereof. Upon receipt of any and all compensation and Expenses owed by CLIENT to SPOTZI, SPOTZI shall deliver all work products and deliverables whether complete or incomplete, in SPOTZI’s possession or control, which have been either supplied by or paid in full by CLIENT.
ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Services.
PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
During the term of this agreement, you give Spotzi a non-exclusive, worldwide, sublicensable, royalty-free license to use Your Brand Features and Your Content to publicize or advertise that you are using the Service (for example, by using your marks in presentations, marketing materials, customer lists, financial reports, and website listings (including links to your website), or by creating marketing or advertising materials that show screenshots of the Service in which Your Content is featured).
ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Spotzi, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
You agree to indemnify, defend and hold harmless Spotzi and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SPOTZI agrees to indemnify and hold harmless CLIENT from, and reimburse CLIENT for, any and all claims, demands, losses, causes of action, damages, lawsuits, judgments, liabilities, costs, and expenses arising as a result of (a) any breach by SPOTZI of its obligations under the Contract and (b) any infringement of any patent, copyright, trademark, trade secret or other proprietary rights as a result of SPOTZI providing the Services.
CLIENT agrees to indemnify and hold harmless SPOTZI from, and reimburse SPOTZI for, all claims, demands, losses, causes of action, damages, lawsuits, judgments, liabilities, costs, and expenses arising as a result of (a) any breach by CLIENT of its obligations under the Contract, (b) any data and material supplied by CLIENT to SPOTZI and used as expressly authorized by CLIENT, (c) any rights or licenses granted by CLIENT to SPOTZI, and (d) any infringement of any patent, copyright, trademark, trade secret or other proprietary rights as a result of SPOTZI’s compliance with CLIENT’s designs, specifications or instructions or inclusion in a deliverable of any material.
The Party seeking indemnification (the “Indemnified Party”) agrees the obligation of other Party (the “Indemnifying Party”) to indemnify is conditioned upon the following.
The Indemnified Party shall notify the Indemnifying Party in writing promptly but no later than thirty (30) calendar days from the date the Indemnified Party knew or should have known of the potential of any claim, action or demand for which indemnity is claimed.
The Indemnifying Party, at its option, shall have complete control of the defense and all negotiations for any settlement of any claim, action or demand for which indemnity is claimed; no settlement or compromise of an indemnified claim shall be made without the written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed.
The Indemnified Party shall provide the Indemnifying Party with reasonable cooperation in the defense and settlement process as the Indemnifying Party may request. The Indemnified Party shall have the right to participate in the defense against the indemnified claims with counsel of its choice and at its own expense. The Indemnified Party may assume sole control of its defense, at the Indemnifying Party’s expense, if the Indemnifying Party fails or refuses to defend the Indemnified Party or, if having agreed to defend the Indemnifying Party, fails to do so vigorously.
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site, products or services.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
The relationship with Spotzi may be terminated, by either Party, effective immediately upon written notice to the other Party, in the event of (i) the dissolution, termination of existence, liquidation or insolvency of a Party, voluntarily or otherwise, (ii) the appointment of a custodian or receiver for a Party, (iii) the institution by or against a Party of any proceeding under the Bankruptcy and Insolvency Act (Canada) or any other foreign, federal or state bankruptcy, receivership, insolvency or other similar law affecting the rights of creditors generally not dismissed within a sixty (60) day period, (iv) the making by a Party of a composition of, or any assignment or trust mortgage for the benefit of, creditors. In the event of CLIENT’s dissolution, termination of existence, liquidation, insolvency, appointment of a custodian or receiver or the institution of bankruptcy, receivership, insolvency or other similar proceedings, or the composition of, or assignment of trust mortgage for, the benefit of creditors, the licenses granted under the Contract for which SPOTZI was not paid in full shall immediately be forfeited and returned to SPOTZI.
In the event CLIENT fails to pay in full any amount due when due (“Overdue Payment”), SPOTZI may suspend performance of any Services until the Overdue Payment is paid in full. In the event an Overdue Payment is not cured within five (5) calendar days of its due date, SPOTZI shall have the right to immediately terminate the Relationship between SPOTZI and the CLIENT, suspend any and all Services and withhold the transfer of any and all materials, including deliverables, to CLIENT. SPOTZI expressly reserves rights to all remedies which SPOTZI may have at law or in equity in respect of such non-payment and all such remedies of SPOTZI are cumulative.
Termination of the Contract shall not relieve either Party of its obligations under the Contract that arose prior to such termination or a Party’s obligation to protect the Confidential Information of the other Party or perform under any provision the Contract (including these Standard Service Terms and Conditions) which expressly or by its nature survives termination.
Except for the rights expressly granted under the Contract, each Party owns and retains in whole and in part any and all rights to any patents, copyrights, trademarks, and trade secrets developed by such Party prior to the Execution Date.
As between CLIENT and SPOTZI, SPOTZI is the sole and exclusive owner of all intellectual property rights (including all rights to any patents, copyrights, trademarks, and trade secrets) in all materials, whether patentable or unpatentable, registered or unregistered, and including all rights in any application for any of the foregoing, that are developed or prepared in connection with the performance of the Services and the delivery of the deliverables in connection therewith, whether conceived or made alone or with others (“SPOTZI’s Intellectual Property”). During and after the Term, CLIENT shall cooperate with and assist SPOTZI in SPOTZI’s preparation, recordation, and/or prosecution of any documents relating to SPOTZI’s ownership of any rights in and to SPOTZI’s Intellectual Property. CLIENT hereby irrevocably appoints SPOTZI as its attorney-in-fact, coupled with an interest, to execute and file any such documents in CLIENT’s name.
CLIENT acknowledges and accepts that the License shall not affect or apply to any materials, products or other deliverables transferred to CLIENT, installed by, or configured by SPOTZI not created or owned by SPOTZI which are subject to a separate licensing agreement, or any products owned by SPOTZI which are subject to a separate licensing agreement. CLIENT acknowledges and accepts that the respective licensing agreement(s) shall govern the use of the given products, services, or materials.
CLIENT shall be deemed to have granted to SPOTZI a perpetual, irrevocable, enterprise wide, worldwide, royalty-free, fully paid-up, nonexclusive right and license to use and modify the copyrighted materials or any other property or rights belonging to CLIENT or any third party obtained by CLIENT for use by SPOTZI in performing the Services for CLIENT. CLIENT represents and warrants that CLIENT shall obtain all releases, licenses, permits and other authorization to use proprietary materials belonging to third parties for use by SPOTZI in performing the Services for CLIENT. CLIENT is responsible for the accuracy, completeness and proprietary information concerning CLIENT materials that it furnishes to SPOTZI.
TRADEMARKS AND PRESS RELEASES
Neither Party shall use the other Party’s name or any trademarks, service marks, trade names, logos, copyrights, or other designations of the other Party in any press release, advertising, promotional material or other public statement, without the prior written consent of the other Party. Notwithstanding the foregoing, CLIENT grants to SPOTZI the right to use its name and any trademarks, service marks, and logos of CLIENT in promotional materials, press releases, advertisements, and other public disclosures, solely for the purposes of identifying past and/or present representative clientele. No confidential or proprietary information shall be disclosed in such reference, however SPOTZI may disclose any necessary information as may be required by applicable law or regulation.
CLIENT agrees not to, and warrants that any individuals, corporations, partnerships, limited liability companies, trusts, or legal entities which control, are controlled by, or are under common control with Client will not, for the period beginning from the Execution Date and ending twelve (12) months after the termination or expiration of the Contract, solicit for employment or hire any employee, service provider or independent contractor of SPOTZI or any of its affiliates who is/was directly involved in the Services being performed pursuant to the Contract.
DATA STORAGE, BACKUP AND RECOVERY
For any SERVICES SPOTZI provides at a location designated by CLIENT, including CLIENT’s office, CLIENT understands and agrees that CLIENT shall be solely responsible for ensuring proper backup, storage, and/or disaster recovery capability on such location’s servers or equipment (whether owned by CLIENT or a third party) of all data that SPOTZI develops, modifies, processes or utilizes in the performance of the Services.
ASSIGNMENT AND SUBCONTRACTORS
No Party may assign or transfer the Contract or assign its rights or delegate its obligations under the Contract, without the prior written consent of the other Party; provided, however, that SPOTZI may assign or transfer the Contract or its rights under the Contract without CLIENT’s consent (a) to an affiliate of SPOTZI or (b) to a purchaser of all or substantially all of the business or assets of SPOTZI by providing written notice to CLIENT of such assignment or transfer within thirty (30) days following such assignment or transfer. Any attempted assignment inconsistent with the foregoing shall be void. SPOTZI shall have the right to use subcontractors in performing the Services. SPOTZI shall be responsible for the Services performed by its subcontractors.
For CLIENTS in Canada and the United States the SERVICES of Spotzi shall be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable therein without regard to its conflicts of laws provisions. For CLIENTS in other parts of the world the SERVICES of Spotzi shall be construed in accordance with and governed by the laws of the Netherlands applicable therein without regard to its conflicts of laws provisions.
The failure of either Party to insist on the other Party’s strict compliance with the terms and conditions shall not constitute a waiver of such Party’s right to request that the non-performing party in the future strictly comply with any and all of the terms and conditions and other contractual agreements.
Nothing in these Standard Service Terms and Conditions nor in the body of the Contract prevents either Party from entering into similar agreements with other individuals or entities.
Agreements between CLIENT and Spotzi other than stated in this Terms of Service may only be modified in writing and executed by PDF, regular mail or facsimile, and must reference the section of the body of the Contract or these Standard Service Terms and Conditions to be modified.
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
Questions about the Terms of Service should be sent to us at email@example.com.
Spotzi offers online resources and apps designed to provide GIS related information and services. In addition, some of our Web sites enable property owners to buy property reports.
How does Spotzi collect personal information online?
Spotzi collects personal information online through Web sites and other online resources. Spotzi also offers online resources in collaboration with other online service providers, from which Spotzi may receive personal information about users of such resources. These online collaborations are governed by agreements that require personal information to be protected appropriately. Individuals may access many parts of our Web sites, apps and online resources without disclosing any personal information. There are two methods that Spotzi uses to collect personal information online:
1. Information that you provide:
Spotzi collects personal information and other data that you may enter into forms or data fields on our Web sites or online resources. Such information may include, but not be limited to, contact information (such as your name, postal address, e-mail address, telephone number, user ID and password), date of birth, professional credentials, experiences, activities, skills, preferences, hobbies and interests. Some of our Web sites enable users to place orders. These Web sites may collect credit card and bank information to process those orders.
2. Information collected from your computer or other electronic device:
We collect information about your computer or other electronic device when you visit our Web sites and use our online resources. This information may include your Internet Protocol (IP) address, domain name, browser type, date and time of your request and information provided by tracking technologies, such as cookies and single-pixel tags. If you use a mobile device to access our web sites and online resources, we also may collect information about your device, such as your device ID and device type, as well as usage information about your device and your use of our mobile Web sites and other mobile resources.
Some of our Web sites and other online resources use tracking technologies to provide additional functionality that enables you to use these resources more effectively. Spotzi uses tracking technologies in ways that do not identify you personally, such as to track accurately numbers of users or referring sites or advertisements to our online resources. Spotzi may use other companies to deliver e-mail communications on our behalf or to place Spotzi advertisements on other web sites. Spotzi does not control the tracking technologies used by these other companies.
What are cookies? A cookie is a small data file that is sent by Web servers to your computer’s hard drive, where your Internet browser files are kept. Cookies enable Web sites to store small bits of information on your computer and retrieve that information at a later time. Spotzi only uses a Google Analytics cookie.
What are single-pixel tags?
Single-pixel tags, also known as web beacons or web tags, are graphics that function similar to cookies. Single-pixel tags are not visible because of their small size. Spotzi uses pixel tags to collect information in our order process to check if the transaction process was finished successfully.
What do we do with your personal information?
Bank account and creditcard details are only stored in our financial administration. Other personal information such as your name, e-mail address and phone number are stored in a database. When you have purchased items from one of our partner websites, this information is shared with them. We use your e-mail address and phone number to send you promotional offers. When we send you promotional offers we always offer a possibility to opt-out.
The information like IP addresses and type of pages you visit will be analysed and aggregated up to street or neighborhood level. We will not link this information to your private address.