GLOBAL ADDRESS (T) | ID NUMBER 200336
- GBG hosts the Supplier Data
- No Sub-processors are used
The Supplier Data that GBG uses to provide the Supplier Data is supplied by GBG’s Data Supplier. GBG is obliged under the terms of its agreement with its Data Supplier to ensure that all End Users agree to comply with the following provisions:
1.1. In these Additional Terms, the following definitions shall apply, in addition to the definitions set out in the General Terms:
“Authorized Applications” means GBG’s products and services which incorporate the Supplier Data, specifically Online Postcoding, Addressing and Store Finder Application. Postcoding, Addressing and Store Finder Application is a web-based information system designed to provide Licensee Value Added Resellers’ End Users with the following hosted online services:
(a) Address search (being validation and/or completion of an address requested by an End User of the Licensee Value Added reseller);
(b) Postcode provision and/or completion;
(c) Store-finder (being provision of store address as requested by an End User).
Allowed functionalities: Display, Permanent Geocode (-ing), Temporary Geocode (-ing), Reverse Geocode (-ing), Routing, Route Optimization.
Prohibited functionalities: Navigation, Tracking, and asset management.
“Competitor” means any person or entity engaged in the business of developing, marketing or supporting products the same or similar to the Supplier Data including without limitation, Google, HERE, Mapbox, Open Street Maps, Inrix, BMW, Daimier, Volkwagen, Audi and any Affiliates, successors and assigns of the foregoing.
“Copyright License” means a license that requires, as a condition of use, modification and/or distribution of software or materials, that such software or materials, or other software or materials incorporated into, or derived from, used, or distributed with such software or materials:
i. In the case of software, be made available or distributed in a form other than binary (e.g., source code form),
ii. Be licensed for the purpose of preparing derivative works;
iii. Be licensed under terms that require the licensor to allow other materials or interfaces therefor to be reverse engineered, reverse assembled, or disassembled, or
iv. Be redistributable at no license fee.
“Distributor” means a third party which distributes the Authorized Applications for GBG. A Distributor shall not be a Competitor.
“Intellectual Property Rights” means all inventions, patents, utility models, designs (both registered and unregistered and including rights relating to semi-conductor topographies), database rights, copyright and trade marks (both registered and unregistered), together all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.
“Licensee” means GBG plc.
“Licensee Value Added Reseller” means a third party which uses the Authorized Applications for incorporation into other applications or solutions, which will be provided to Distributors and/or End Users. A Licensee Value Added Reseller cannot be a Competitor.
“Map Data” means the Data Supplier’s geographical map database or part thereof.
“Navigation” means the ability to follow a calculated Route based on the real-time geographic location of an asset, including the ability to re-Route when the asset deviates from the calculated Route.
“Online Search APIs” means a licensed product provided by the Data Supplier to the Licensee which enables the following transaction types: search, POI search, category search, route search, geometry search, nearby search, low bandwidth search, temporary geocode, permanent geocode, structured geocode, reverse geocode, cross street lookup, geometry filter, routed filter, batch search.
“Open Source License” means any license terms which conform with the definition published by the Open Source Initiative from time to time as set out under the following link: https://opensource.org/osd and which without limitation, include (a) GNU’s General Public License (GPL) or Lesser///Library GPL (LGPL); (b) the Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Creative Commons Attribution ShareAlike license (CCL); (e) the Open Database License (ODbl); and (f) the Apache License or anything similar.
“Prohibited Parties” means any of the following: Addison Lee, Allocab, Amazon (excluding consumer products or enterprise services not related to a delivery or Fleet Management Solution e.g. Kindle, Fire Amazon Web Services), Cabify, Careem, Chauffeur Prive, Club Chauffeur, Didi-Dache, Djump, Drive, easy Taxi, Ecocab, Flywheel, getTaxi, Google, Go Taxi, GrabTaxi, GreenTomatoCars, Hailo, Network Limited, Heetch, Kabbee, Kualdi-Dache, LeCab, Lyft, MiniCabster, Meru Cabs, MyTaxi, Olacbs, OneTaxi, Quadi, ridelabs, LLC (Summon), Sidecar, Snapcar, Taxibeat, TaxiForSure, Yaxi Taxi, Yidao, Yongche and #Taxi. The foregoing shall not apply to the extent that the Online Maps or Online Search APIs or the Android and IOS SDKs are integrated into the Authorized Application in a manner that prohibits any modification or customization of the same by a third party.
“SDKs” means the software development kits licensed to the Licensee by the Data Supplier.
“Tracking” means determining the location and/or status of a mobile asset. Tracking can, for example, be used to monitor the location and condition of shipping containers and valuable equipment or objects.
2. USE OF THE SERVICE
2.1 The following special provisions shall apply to the use of the Supplier Data:
(a) Where Map Data is used, the End User shall not:
2.1.a.1. Submit or make available Map Data or parts thereof to any online service where the applicable terms and conditions of such service would grant use rights to the owner, provider or any other third party user of such service. For the avoidance of doubt, nothing in this paragraph shall restrict the End User from making Map Data or parts thereof available to End Users, Distributors and/or subcontractors as part of the Authorized Applications.
2.1.a.2. make any additions, modifications, adaptions, or other alterations that in any manner materially reduce, impair, or otherwise negatively impact upon the accuracy, completeness, integrity or safety of the Map Data.
2.1.a.3. remove, obscure, mask or change any logo and/or copyright notice placed on or in the Map Data by the Data Supplier. In addition, the End User shall display
(b) The End User shall comply with the Additional Map Data Provisions as specified under http://tomtom.com/en_gb/thirdpartyproductterms/. The Additional Map Data Provisions set out under such web link shall be updated quarterly by TomTom and it shall be the End Users responsibility to check, review and comply with any updated terms that apply to the Map Data licensed under this Agreement.
(c) The End User must not under any circumstances use Supplier Data for the purpose of Navigation, Tracking and asset management.
(d) The Supplier Data or any derivatives therefore shall not be used for the purpose of enforcement of traffic laws including but not limited to the selection of potential locations for the installation of speed cameras, speed traps or other speed tracking devices.
(e) The Supplier Data shall not be used for in-flight or drone navigation or in connection with any high risk systems, devices, products or services that are critical to the health and safety or security of people and property.
2.2 Any enhanced or adapted Authorized Application by a Licensee Value Added reseller shall confirm to the definition of the Authorized Application.
2.3 The End User shall not use the content or data contained within the Supplier Data in combination with any other database of Competitors or other third parties except that the End User may layer onto the same associate features or attributes of a type not already included within the Supplier Data and which the Data Supplier does not otherwise license.
2.4 The End User acknowledges that the Supplier Data includes data which the Data Supplier licenses from third parties which include restrictions and requirements which Data Supplier is required to impose upon GBG and which GBG is required to impose upon the End User. All applicable restrictions are set out at http://tomtom.com/en_gb/thirdpartyproductterms/. The terms of this webpage form a legally binding part of this Agreement. Such web link shall be updated quarterly by the Data Supplier and it shall be the End User’s responsibility to check, review and comply with any updated or amended terms that would apply to the Supplier Data.
3 END USER OBLIGATIONS
3.1 The End User shall keep and preserve at its principal place of business during the Term of the Agreement and for at least 3 years following the expiry of the Agreement, complete and accurate records and accounts covering all transactions relating to this Agreement, including but not limited to invoices, correspondence and all other pertinent records.
3.2 The Data Supplier shall be permitted, upon written request, to inspect such records for the purposes of ascertaining the accuracy and correctness of such statements.
3.3 Without prejudice to the above, the Data Supplier shall be at liberty, upon giving 30 days’ prior written notice, to have an independent third party, appointed by the Data Supplier, to examine said records and accounts at any times during the Term and for 3 years thereafter, during normal business hours.
3.4 The End User will use adequate organizational, technological and security measures, including but not limited to any measures used and/or reasonably recommended by the Data Supplier, to prevent piracy and unauthorized use of or access to the Supplier Data.
3.5 The End User shall prevent counterfeit and other unauthorized use of the Supplier Data and shall inform the Data Supplier as soon as reasonably possible of any counterfeit of the Supplier Data of which it becomes aware.
3.6 The End User acknowledges that the Licensee is not permitted to provide an Authorized Application which utilizes the Online Maps or Online Search APIs or the Android and IOS SDKs to Prohibited Parties.
4.1 Notwithstanding the provisions relating to liability in the General Terms, under the terms of its agreement with the Data Supplier, the Data Supplier requires an ability to be a direct and intended third party beneficiary of the Agreement between GBG and the End User’s use of the Supplier Data.
4.2 The Data Supplier shall not in any way be liable for any use, manufacturing, production, sales distribution, advertising and promotion by the End User of the Supplier Data to the extent that the issues are not caused by the Supplier Data and any materials provided by the Data Supplier.
5.1 The End User warrants that it will not:
(a) combine the Supplier Data with any open source software or other data in any manner which may result in the Supplier Data becoming subject to the terms of an Open Source License;
(b) without prejudice to the above, undertake or permit any action which would result in in the Supplier Data becoming subject to the terms of a Copyright License.
5.2 The End User acknowledges and agrees that the data is provided “as is”, and with all faults basis and the Data Supplier expressly disclaims all other warranties including but not limited to warranties of non-infringement is provided without, merchantability, satisfactory quality data accuracy or fitness for any purpose. No oral or written advice or information provided by the Data Supplier or any of its agents, employees or third party providers (including GBG) shall create a warranty and the End User is not entitled to rely on any such advice or information.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All intellectual Property Rights in the Supplier Data shall belong to the data Supplier and its licensors.
6.2 Without limiting the foregoing, the End User acknowledges that the Supplier Data is the result of substantial investments and protected by database rights as meant in the European Union Database Directive 96/9/EC and the End User acknowledges that the Supplier Data may be protected by similar rights in other jurisdictions outside of the European Union and that, without limiting the foregoing, the Data Supplier shall have the right to enforce such rights as contractual rights arising under its agreement with GBG.
6.3 At the Data Supplier’s expense, the End User agrees to assist the Data Supplier with protecting the Intellectual Property Rights. The Data Supplier may commence or prosecute any claims or suits in their own name or join the End User as a party thereto at the Data Supplier’s expense. The End User shall not institute any suit or take any actions on account of any infringements or limitations without first obtaining written consent from the Data Supplier.
7. DATA PROTECTION AND COMPLIANCE WITH RELEVANT LAWS
7.1 GBG does not use Sub-processors to provide this element of the Service as the Supplier Data is hosted by GBG.
8. TERMINATION AND SUSPENSION
8.1 Notwithstanding the termination provisions between GBG and the End User in the General Terms, under the terms of GBG’s agreement with its Data Supplier, the supply of Supplier Data can be terminated by the Data Supplier as follows:
(a) On 3 months’ prior written notice where the licensor to the data Supplier revokes the Data Supplier’s license to sub-license and resell the Supplier Data.
(b) On 12 months’ prior written notice for any reason.
8.2 Upon receipt of any such notice of discontinuation in accordance with clause 8.1 above, GBG shall notify the End User who will be required to discontinue use of the Supplier Data upon the expiry of the current Agreement Term.
8.3 The Data Supplier reserves the right to suspend access to the Online APIs in the event of any of the following occurring:
(b) the Licensee or an End User’s use of the Online APIs affect, limits or impairs other customers’ use of the Online APis or the Data Supplier, acting reasonably, believes that the same may occur.
(c) the online APIs are used for any fraudulent, illegal or unethical behaviour.
(d) the online APIs are subject to an Intellectual Property Rights infringement claim.