Website Terms of Use
PLEASE READ THESE TERMS OF USE CAREFULLY. BY CLICKING “I AGREE” OR ACCESSING OR USING THIS WEBSITE OR NO CHARGE PRODUCTS, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE (“TERMS OF USE”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, DO NOT ACCESS OR USE THIS WEBSITE OR THE NO CHARGE PRODUCTS.
These Terms of Use do not alter the terms or conditions of any other agreement you may have with Nearmap or its subsidiaries, Related Parties or Affiliates for products, services or otherwise and those terms and conditions will take precedence where it conflicts with these terms. If you are using the Website or APIs on behalf of an entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity’s behalf, and that such entity will be responsible to Nearmap if you violate these Terms of Use. You may only access the Website or APIs if you are (a) over 13 years old and (b) allowed by law to enter into a binding agreement.
Definitions of capitalized words are set out in section 14 of these Terms of Use.
1. GENERAL TERMS AND CONDITIONS
1.1 Ownership. The Website and APIs are owned and operated by Nearmap.
1.2 Accessing the Website. You may use the Website or APIs, and the information, writing, images and/or other works that you see, hear or otherwise experience on the Website solely for your personal, non-commercial use and/or to learn about Nearmap’s products and services, and solely in compliance with these Terms of Use.
1.3 Availability. Pages describing Nearmap’s products and services are accessible worldwide but this does not mean these products and services are available in your country. We may block access to certain products and services (or certain service features or content) in certain countries on the Website.
2. USE OF WEBSITE, APIS AND NO CHARGE PRODUCTS
2.1 Prohibited use of Website, APIs and No Charge Products. You agree that your use of the Website, APIs and No Charge Products will not violate any law, contract, intellectual property or other third-party right or constitute a tort, and that you are solely responsible for your and your Authorized Users’ conduct while using the Website, APIs and No Charge Products. You must not:
2.1.1 do anything to damage, interfere with, negatively affect, inhibit or disrupt access to or use of the Website, APIs or No Charge Products, or do anything which might impair its functionality;
2.1.2 use the Website in any way to send unsolicited (commercial or otherwise) e-mail or any material for marketing or publicity purposes, or any similar abuse of either;
2.1.3 use the Website, No Charge Products or API to harvest or collect the email addresses or other contact information of other users for the purpose of sending spam or other commercial messages;
2.1.4 publish, post, distribute, disseminate or otherwise transmit, discriminatory, defamatory, hateful, harassing, abusive, threatening, offensive, infringing, obscene, indecent or other unlawful or objectionable or confidential material or information;
2.1.5 make available, upload or distribute by any means any material or files that contain any viruses, malware, bugs, corrupt data, “trojan horses”, “time bombs”, “worms”, malicious codes, or any other software intended to damage any system or data;
2.1.6 remove any content or information from the Website or No Charge Products.
2.1.7 falsify the true ownership of material or information made available via the Website, APIs or No Charge Products;
2.1.8 obtain or attempt to obtain unauthorized access, through whatever means, to the Website, APIs or No Charge Products;
2.1.8 develop any third-party applications that interact with the Website, API or No Charge Products;
2.1.9 use any robot, iframe, spider, crawler, scraper or other automated means or interface not provided by Nearmap to access the Website, No Charge Products or APIs, including, without limitation, for the purpose of copying, extracting, aggregating, displaying, publishing or distributing any content or data made available via the Website, No Charge Products, or APIs;
2.1.10 use the Website, No Charge Products or APIs other than in accordance with these Terms of Use;
2.1.11 use the Website, No Charge Products or APIs in violation of any third party rights of privacy or Intellectual Property Rights;
2.1.12 violate applicable law, regulation or legal requirement or obligation including but not limited to laws related to anti-terrorism, public safety and community standards, hate speech, discrimination, terrorism, violence and criminal behavior;
2.1.13 unless required to use the Website, APIs or No Charge Products, upload content or other information to the Website;
2.1.14 distribute, modify, transmit, reuse, report or use the content of the Website, No Charge Products, or through an API for public or commercial purposes, including the text, images, audio and video;
2.1.15 utilize any machine learning products, including any open-source products, in connection with use of the Website, APIs or No Charge Products;
2.1.16 make the No Charge Product, Website or APIs available in any medium or manner to any third party;
2.1.17 sell, rent, lease or use the No Charge Products for time sharing purposes;
2.1.18 use the No Charge Products to help develop, or help provide to any third party, any product or service similar to or competitive with the No Charge Products, or copy any ideas, features, functions, documentation, content, audio or visual material, images, graphics, photos, digital media, or other materials or content of any type that are provided by, derived from, or based on the No Charge Products;
2.1.19 reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the No Charge Products;
2.1.20 copy, modify, or create derivative works from the No Charge Products;
2.1.21 attempt to gain unauthorized access to the No Charge Products or their related systems or networks;
2.1.22 post, upload, transmit, or provide any third party data that Nearmap reasonably deems to be unlawful, harmful, abusive, or otherwise objectionable;
2.1.23 create any derivative works from the No Charge Products combined with any third party imagery or based on any third party imagery;
2.1.24 disrupt, disable, interfere with, or disrupt the integrity or performance of the No Charge Products or the data contained therein, including through excessive use;
2.1.25 use or permit the use of any tools in order to probe, scan, or attempt to penetrate or benchmark any No Charge Products;
2.1.26 use, and must ensure your Authorized Users do not use, the No Charge Products for the purpose of product development, tuning, training, or modification of internal models, generation of aggregated analysis, or creation of data elements related to the No Charge Products;
2.1.27 use the No Charge Products, Website or APIs in connection with (i) inciting violence, terrorism, or criminal behavior, (ii) engaging in or facilitating acts that threaten public safety or security, or (iii) hate speech, discrimination or other harmful activities; or
2.1.28 attempt any of the above acts or engage, encourage or permit another person to do any of the above acts.
2.2 Information provided on the Website.
2.2.1 The information provided by Nearmap, including but not limited to any information, data, statistics and/or insights made available on the Website or APIs and any sub-pages such as blog posts, should be used as a guide only and should not be relied upon. Content available on the Website or APIs is provided for general information purposes only.
2.2.2 Whilst Nearmap makes every effort to ensure that the information on the Website or via an API is accurate, Nearmap does not provide any warranties or representations, express or implied, about the suitability, relevance, accuracy, currency and reliability of the information on the Website or via an API.
2.2.3 The information on the Website may change from time to time, at Nearmap’s sole discretion.
2.3 Use of No Charge Products. Without limiting any other section of these Terms of Use, you are not permitted to:
2.3.1 use your access to the Website, APIs or the No Charge Products under this License for the purposes of creating a database of images for resale, distribution, sub-license or other commercial purposes and mass downloads or bulk feeds of any imagery; and
2.3.2 pre-fetch, retrieve, cache, index, or store any content made available to you in connection with the License (“Content”), or portion of the No Charge Products with the exception being that you may store limited amounts of Content solely to improve the performance of the access to the No Charge Products due to network latency, and only if you do so temporarily for no longer than the period of the License, securely, and in a manner that does not permit use of the Content outside of the License, does not manipulate or aggregate any Content or portion of the No Charge Products and does not prevent Nearmap from accurately tracking usage and does not modify attribution in any way.
2.4 Monitoring and Reporting. Nearmap reserves the right to (i) monitor your and your Authorized Users’ use of the No Charge Products, Website and/or APIs, (ii) report any suspicious activities to the appropriate authority(ies), and/or (iii) immediately cease your and/or your Authorized Users’ access to the No Charge Products, Website and/or APIs if Nearmap determines at its absolute discretion that there has been misuse of the No Charge Products, Website and/or APIs.
3. NO CHARGE PRODUCTS
3.1 License. Nearmap from time to time may offer certain products to you at no charge, including free accounts, trial use of products, and access to content via the Website or APIs (“No Charge Products”). Subject to your compliance with these Terms of Use and the law, Nearmap grants to you a limited, non-exclusive, non-transferrable license to use the No Charge Products subject to any additional terms that Nearmap specifies and only for the period designated by Nearmap (“License”). You may only use the License for the purposes of determining if you wish to purchase a license from Nearmap for any Nearmap products and services and at all times excludes any copying, reproduction, Commercial Purpose and Unlawful Purpose. Nearmap reserves the right to terminate your License at any time and for any reason in its sole discretion, without liability to you. Without limiting any other provision, you remain liable to Nearmap for all acts and omissions of Authorized Users in connection with the Website and API and if they were your actions and omissions.
3.2 Users. The License is only to be used by:
3.2.1 you; and/or
3.2.2 the specific individual(s) whom you have requested Nearmap provision access under the License,
and who access the No Charge Products, Website and APIs via a corporate email address approved by Nearmap (acting reasonably) (“Authorized Users”).
3.3 Acknowledge. Nearmap source You and any Authorized Users must not remove or cause to be removed any Nearmap logo, watermark or other Nearmap attribution in any No Charge Products.
3.4 Password/ID. Any password/ID issued by Nearmap to you and any Authorized Users are personal and confidential to that individual. If Nearmap suspects that any password/ID is being used by a different user to the individual whom it was issued to, Nearmap may:
3.4.1 immediately cancel that password/ID; and/or
3.4.2 immediately cease your and/or any Authorized User’s access to the No Charge Products.
3.5 Unauthorized User. You must take reasonable steps to prevent unauthorized access to the License, including without limitation protecting your passwords and other log-in information. You must notify Nearmap immediately if you become aware of any known or suspected unauthorized use of the License and/or account access details, or any other security breach relating to your or an Authorized User’s Nearmap account and must use best efforts (at your cost) to stop such breaches.
3.6 Product-Specific Terms. You agree to the Product-Specific Terms that apply specifically to the No Charge Products.
3.7 Feedback. Where you and/or your Authorized Users provide any written or oral feedback, comments, questions, suggestions or the like on features and functionality of a product, including but not limited to a No Charge Product (“Feedback”), Nearmap is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby irrevocably assign to Nearmap, on your own behalf and on behalf of Authorized Users, all right, title, and interest in, and Nearmap is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.
3.8 No Obligation. Your use of the No Charge Products does not oblige you to purchase, nor oblige Nearmap to offer for purchase to you, a paid subscription to Nearmap products. Additional fees, terms and conditions apply to paid subscriptions.
4. TERM AND TERMINATION
4.1 Term. The term of the License commences on the start date (as specified in the relevant order form) and expires or terminates (as applicable) on the earlier of:
4.1.1 the end date (as specified in the relevant order form);
4.1.2 the data allowance (as specified the relevant order form) is exceeded; and
4.1.3 Nearmap exercising its right under section 4.2.2 of these Terms of Use,
unless otherwise agreed by Nearmap in writing.
4.2 Termination by Nearmap. Without limiting any other provision, Nearmap may, in its sole discretion:
4.2.1 prevent you and/or an Authorized User from accessing the Website, API or No Charge Product for any reason, including without limitation, if Nearmap believes that you or an Authorized User have breached these Terms of Use, act in a manner that indicates that you or an Authorized User do not intend to, or are unable to, comply with these Terms of Use;
4.2.2 terminate the License by giving you immediate notice.
4.3 Delete, Destroy and Return. Upon expiry or termination of the License for any reason, you must, and must ensure the Authorized Users, immediately destroy, delete or return to Nearmap all No Charge Products. You must certify in writing that all applicable copies of the No Charge Products have been permanently deleted or destroyed, if requested by Nearmap.
5. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
5.1 Ownership. Unless otherwise indicated, the Website, APIs, any No Charge Products and all associated Intellectual Property Rights, data, information and software are owned by Nearmap and its licensors, and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. Nearmap reserves all of its Intellectual Property Rights. Except for the limited License granted to you in section 3.1, no ownership or Intellectual Property Rights in the Website, APIs or the No Charge Products will pass to you. You must not remove or obscure any copyright or proprietary or other notice contained in the No Charge Products.
5.2 Trademarks. The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in these Terms of Use confers upon you any rights to use or modify any of Nearmap’s trademarks.
5.3 Confidentiality. You must, and must ensure each Authorized User, keeps the License, the Nearmap account access details and Nearmap pricing and costing information secure and confidential. Unless agreed otherwise by Nearmap in writing, you must not, and must ensure each Authorized User does not, share the License or Nearmap account access details with any third party other than:
5.3.1 your Authorized User; or
5.3.2 if required to do so by applicable law, administrative process or court order subject to you (i) immediately upon becoming aware notifying Nearmap in writing of such compelled disclosure to the extent legally permitted, including the nature of the information required to be disclosed, the relevant entity to whom the information must be disclosed and timing for disclosure; (ii) providing Nearmap all reasonable assistance required to prevent or limit such disclosure; and (iii) limiting the disclosure to only that information that must be disclosed to comply with such law, process or order.
6. THIRD PARTY SERVICES
6.1 Third Party Services. You may be able to access and use certain third-party services or products (e.g. a third-party service that integrates with Nearmap via opt-in or uses Nearmap’s APIs) through or with your use of the No Charge Products (“Third-Party Services”). IF YOU OR YOUR AUTHORIZED USER USE ANY THIRD-PARTY SERVICE, YOU AND YOUR AUTHORIZED USER AGREE TO SUCH THIRD-PARTY SERVICES’ TERMS AND CONDITIONS AND NEARMAP WILL NOT BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROVIDER OF SUCH THIRD-PARTY SERVICES. NEARMAP DOES NOT WARRANT OR PROVIDE DIRECT SUPPORT FOR ANY THIRD-PARTY SERVICES. YOU ACKNOWLEDGE AND AGREE THAT NEARMAP WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE ACTS OR OMISSIONS OF ANY AUTHORIZED USERS IN CONNECTION WITH ANY THIRD-PARTY SERVICES.
7. WARRANTY AND LIABILITY
7.1 DISCLAIMER OF WARRANTIES. THE WEBSITE, APIS AND THE NO CHARGE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW. NEARMAP AND ITS CONTENT PROVIDERS, AGENTS, AFFILIATES AND RELATED PARTIES EXPRESSLY EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ANY WARRANTIES AS TO THE CURRENCY OR REGULATORY OF THE UPDATES TO THE NO CHARGE PRODUCTS, ANY WARRANTIES AS TO ANY FILES YOU OR AN AUTHORIZED USER DOWNLOAD FROM THE WEBSITE OR APIS BEING FREE FROM VIRUS OR HARMFUL CODE, COURSE OF DEALING OR PERFORMANCE WARRANTIES, AND ANY WARRANTIES WHICH WOULD OTHERWISE BE IMPLIED INTO THESE TERMS OF USE WHETHER BY LAW, STATUTE OR OTHERWISE.
7.2 NO REPRESENTATIONS. WHILE NEARMAP USES REASONABLE EFFORTS TO ENSURE THE ACCURACY, CORRECTNESS AND RELIABILITY OF THE NO CHARGE PRODUCTS, THE WEBSITE AND APIS, NEARMAP MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, CORRECTNESS OR RELIABILITY OF ANY NO CHARGE PRODUCTS OR CONTENT CONTAINED ON THE WEBSITE OR VIA AN API. THE NO CHARGE PRODUCTS, WEBSITE AND APIS ARE SUBJECT TO ERRORS, OMISSIONS, INACCURACIES AND DISTORTIONS AND NEARMAP WILL NOT BE RESPONSIBLE FOR, OR LIABLE FOR ANY CLAIMS MADE BY OR ARISING OUT OF, ANY PERSON OR ENTITY SEEKING TO RELY ON ANY OF THE NO CHARGE PRODUCTS, THE WEBSITE OR APIS. NEARMAP SPECIFICALLY DISCLAIMS ANY LIABILITY FOR ANY ACTIONS RESULTING FROM YOUR OR AN AUTHORIZED USER’S USE OF ANY NO CHARGE PRODUCTS. YOU OR AN AUTHORIZED USER MAY ACCESS THE WEBSITE, APIS AND/OR ANY NO CHARGE PRODUCTS AT YOUR OR THE AUTHORIZED USER’S (AS APPLICABLE) OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OR AN AUTHORIZED USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE AND ACCESS OF THE WEBSITE, APIS AND ANY NO CHARGE PRODUCTS.
7.3 NO LIABILITY FOR CLAIMS. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEARMAP, ITS CONTENT PROVIDERS, THIRD PARTY PROVIDERS, AGENTS, AFFILIATES OR RELATED PARTIES BE LIABLE FOR ANY CLAIMS OF ANY KIND ARISING FROM OR CONNECTED WITH THE USE OF THE WEBSITE, APIS OR THE NO CHARGE PRODUCTS, OR THE UNAVAILABILITY OF THE SAME, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE. YOU ARE RESPONSIBLE FOR THE ENTIRE COST OF ALL SERVICING, REPAIR OR CORRECTION REQUIRED DUE TO YOUR AND YOUR AUTHORIZED USER’S USE OF THE WEBSITE, APIS OR THE NO CHARGE PRODUCTS. THIS EXCLUSION APPLIES, WITHOUT LIMITATION, TO ANY CLAIMS CAUSED BY OR RESULTING FROM RELIANCE BY A USER (INCLUDING AN AUTHORIZED USER) ON ANY INFORMATION OBTAINED FROM NEARMAP.
7.4 LIMIT OF LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF NEARMAP, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE WEBSITE, APIS AND THE NO CHARGE PRODUCTS SHALL EXCEED USD$100 IF YOU RESIDE IN NORTH AMERICA OR AUD$100 IF YOU RESIDE IN AUSTRALIA OR OUTSIDE OF NORTH AMERICA.
8. INDEMNITY
YOU AGREE TO INDEMNIFY AND HOLD NEARMAP AND ITS DIRECTORS, OFFICER, EMPLOYEES, AGENTS AND SUBCONTRACTORS, HARMLESS FROM AND AGAINST ANY THIRD PARTY CLAIMS, AND MUST PAY ON DEMAND ALL LOSSES, EXPENSES, DAMAGES AND COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) SUFFERED OR INCURRED BY NEARMAP, WHICH ARISE OUT OF YOUR OR AN AUTHORIZED USER’S USE OF THE WEBSITE, APIS AND ANY NO CHARGE PRODUCTS.
9. PRIVACY POLICY
10. CLASS ACTION WAIVER
WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND NEARMAP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Nearmap agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
11. ARBITRATION
IF YOU RESIDE IN NORTH AMERICA PLEASE READ THIS SECTION 11 CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH NEARMAP AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM NEARMAP.
You and Nearmap agree to arbitrate any dispute arising from these Terms of Use or your use of the Website, APIs or any No Charge Products, except that you and Nearmap are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
You and Nearmap agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Nearmap shall be sent to support@nearmap.com. You and Nearmap further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Salt Lake City, Utah; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Arbitration Rules of the American Arbitration Association; and (d) that the state or federal courts in Salt Lake City, Utah have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND NEARMAP WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
12. SANCTIONS
Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. You warrant and represent that you, nor any of your subsidiaries or any person acting on your behalf (including your Authorized Users) or owning fifty percent (50%) or more of your equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States of America or Australia has embargoed goods or imposed trade sanctions (“Sanctioned Countries”). You must not access the Website, APIs or the No Charge Products from Sanctioned Countries.
13. MISCELLANEOUS
13.1 Waiver. Any waiver of any terms of these Terms of Use will be effective only if in writing and signed by Nearmap. Any rights not expressly granted herein are reserved.
13.2 Severability. If any of these Terms of Use are found to be invalid, illegal or unenforceable for any reason, the remaining Terms of Use will not be affected and will continue in full force and effect.
13.3 Amendments. Nearmap reserves the right at any time to amend these Terms of Use and/or to impose new and/or additional terms or conditions on your and/or an Authorized User’s use of the Website, APIs and the No Charge Products without notice to you. It is your responsibility to check these Terms of Use periodically for changes. By continuing to use the Website, APIs and access the No Charge Products after the revisions come into effect, you agree to be bound by the revised terms.
13.4 Entire Agreement. These Terms of Use:
13.4.1 comprises the entire agreement and understanding between the parties on everything connected with the subject matter of these Terms of Use; and
13.4.2 supersedes any prior agreement or understanding on anything connected with that subject matter.
13.5 Governing Law. If you reside in North America, these Terms of Use are governed by and construed in accordance with the laws of the State of Utah applicable to agreements made and to be entirely performed within the State of Utah, without resort to its conflict of law provisions. If you reside outside of North America, these Terms of Use are governed by the laws of the State of New South Wales, Australia and you agree to submit to the exclusive jurisdiction of the courts of the State of New South Wales, Australia in the event of any dispute.
14. DEFINITIONS
In these Terms of Use:
14.1 “Affiliates” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.
14.2 “API” means the application programme interface made available by Nearmap under the License.
14.3 “Authorized Users” has the meaning given in section 3.2 of these Terms of Use.
14.4 “Claim” means any claim, cost (including legal costs on a solicitor and client basis), damages, debt, expense, tax, liability, loss, obligation, allegation, suit, action, demand, cause of action, proceeding or judgment of any kind however calculated or caused, and whether direct or indirect, consequential, incidental or economic.
14.5 “Commercial Purpose” means to distribute, transfer, sell, sub-license or pass possession of the No Charge Products (in whole or in part) for the purpose of direct commercial benefit or gain by you.
14.6 “Companies Act” means the Companies Act 1993 (NZ).
14.7 “Corporations Act” means the Corporations Act 2001 (Cth).
14.8 “Intellectual Property Rights” includes all industrial and intellectual property rights throughout the world including copyright, moral rights, trademarks, patents, rights to protect confidential information and any similar rights.
14.9 “Nearmap” means Nearmap US, Inc. if you reside in North America and Nearmap Australia Pty Ltd if you reside in Australia or outside of North America.
14.10 “No Charge Products” has the meaning given in section 3.1 of these Terms of Use.
14.11 “Related Companies” has the meaning given in the Companies Act.
14.12 “Related Parties” has the meaning given in the Corporations Act, and also has the meaning of Related Companies in the case of a New Zealand customer.
14.13 “Third Party Providers” means third party providers of products and services to Nearmap.
14.14 “Unlawful Purpose” means any unlawful purpose, including but not limited to stalking, harassing or intimidating any person or engaging in misleading or deceptive conduct.
14.15 “Website” means all webpages and sub-sites available within the Nearmap.com domain: www.nearmap.com.
14.16 “You” or “your” means the person or entity who or which is acquiring the License under these Terms of Use.