TERMS AND CONDITIONS

vMap´s Terms and Conditions Agreement explains the terms and conditions under which you are able to use the vMap Platform and other services provided by Haiberg GmbH. Please read carefully this Terms and Conditions document, and keep a copy of it for your reference.

BY SIGNING-UP OR SUBSCRIBING FOR OUR SERVICES YOU EXPRESS YOUR AGREEMENT TO BE LEGALLY BOUND BY OUR TERMS AND CONDITIONS STATED IN THIS DOCUMENT, SO PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICES AS YOU ARE ENTERING INTO A BINDING CONTRACT WITH HAIBERG GMBH, JOSEF-FELDER-STR.53, 81241 MUNICH, GERMANY. IF YOU DO NOT AGREE WITH (OR CANNOT COMPLY WITH) THE TERMS AND CONDITIONS SET FORTH BELOW, DO NOT USE OR ACCESS OUR SERVICES.

These Terms do not interfere with any obligation or authorization provided in any other agreement concluded between you and Haiberg GmbH. Provisions of any individual Agreement between you and the Haiberg GmbH supersede provisions from these Terms.

If you have any questions regarding our Terms & Conditions and how the information is handled, or you wish to access, amend, or update your Information, feel free to contact us at

support@haiberg.com.

DEFINITIONS

The following definitions explain some of the terminology and abbreviations used throughout our Terms and Conditions:

‘Terms/Agreement’ refers to the latest version of this Terms and Conditions document.

‘Site’ refers to the website of vMap available at www.vmap.com or any other url which may host vMap websites or Services.

‘Platform’ refers to the software made available by vMap, Site, and Services collectively.

‘User/You’ refers to any person or legal entity registering for or using our Services.

‘We/Us/vMap’ refers to Haiberg GmbH, the Platform, and their developers and affiliates.

‘Party/Parties’ refers to either User or vMap when used in singular form and to both User and vMap when used in plural form.

‘Outside Source’ refers to any application, website, natural or legal entity other than Haiberg GmbH, the Site or their affiliates.

‘Content’ refers to all images, text, audio and video data or any other information located on the Site.

‘Services’ refers to the web based Geographic Information System and other services provided by Haiberg GmbH.

‘Subscription Period’ refers to the period of time for which your subscription with us is active.

‘Subscription Fee’ refers to the cost of the Subscription for the selected Subscription Period.

‘Effective Date’ refers to the date on which the payment of the Subscription Fee is processed.

‘Data’ refers to content and information provided by Users for the purpose of generating the results through the Services.

‘Information’ refers to information about the Users themselves provided for the purpose of registering an account, contacting support or anonymous statistical information collected from the Users through cookies or third party services.

‘Confidential Information’ refers to any and all information disclosed between the Parties in relation to the Services. Confidential Information does not cover information that was known either party prior to disclosure or information that was made available to the public.

GENERAL PROVISIONS

ELIGIBILITY

2.1   By using our Services, you confirm that you (i) have full legal capacity to enter into a binding relation, (ii) that you will provide true, accurate, current, and complete information where requested, and information which is otherwise compatible with these Terms, (iii) that you will not use Services contrary to these Terms or applicable laws. If you are accessing our Services on behalf of a legal entity, you further confirm that (i) you have the appropriate authorization to accept the terms of this Agreement, (ii) you have the appropriate authorization to bind such legal entity by accepting this Agreement, (iii) legal entity on behalf of whom you accept this Agreement has full power to enter into this agreement and to perform obligations as defined herein.
2.2   We may not control who uses the Platform, so it is upon you to assess whether using the Platform is in compliance with any local laws and regulations. Whenever you are using our Platform you will need to comply with the terms of this Agreement and any applicable laws, regulations and policies. If any part of the Platform is not in compliance with your local laws, you may not use the Site and the Services. Any such Service will be considered as ‘not available in your region’.

SCOPE OF THE SERVICES

2.3   vMap offers a Geographic Information System and related Services to the Users. Access to these Services is available upon subscription which is done through proper forms on the Site.
2.4   Services involve processing of the Data provided by Users and generating results in form of reports, maps, routs, and similar. vMap will not process received Data in any other way other than that which is requested by User. vMap will not engage other service provider for processing of Data without prior written permission obtained from the User.
2.5   vMap cannot guarantee or warrant that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.

SUBSCRIPTION PERIOD

2.6   Users are able to choose the duration of their Subscription Period. Subscription Period starts on the Effective Date, and ends on the same day in the month in which the selected duration of Subscription Period expires. In case the month in which the Subscription Period expires does not have the date which matches Effective Date, Subscription Period will end on the last day in that month.
2.7   Subscription Period will automatically renew at the end of the current Subscription Period. Renewed Subscription Period will be by default for the same duration as the current Subscription Period. Subscription Fee for the Renewed Subscription Period will be calculated in accordance the prices that were in effect thirty (30) days prior to the expiry of the current Subscription Period. If you wish to stop using our Services, you may discontinue automatic renewal option in your User account at least 15 days before the expiry of the current Subscription Period. You may not cancel the Subscription Period you already paid for. We do not offer any refund in case you want to cancel your use of the Services. If you want to discontinue using our Services you may do so only by turning off auto renewal, in which case you will be able to use the Services until the end of the current Subscription Period.

ACCEPTABLE USE

2.8   You agree that you will not misuse our Services. A misuse constitutes any use, access or interference with the Site or Service contrary to this Agreement, our privacy policy and applicable laws and regulations. We can, in our sole discretion, suspend or terminate access to all or parts of the Site and Services to any User, without prior notice or need to deliberate on reasons for such measure. We reserve the right to deny Services to anyone at any time. During your use of our Services, you will not behave contrary to the Terms, Policies, applicable laws and regulations, and you will especially not, without limitation, do anything of the following:
  • send or otherwise post unauthorized commercial communications (such as spam) through the Site;
  • collect Site users' content or information, or otherwise access the Site, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;
  • upload viruses or other malicious code;
  • post or transmit content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or is otherwise objectionable to third parties;
  • take any action creating a disproportionately large usage load on our Site unless expressly permitted by us;
  • create more than one account or share your account with anyone;
  • communicate any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships, or otherwise infringes or violates someone else's rights;
  • encourage participation in or promote any contents, pyramid schemes, surveys, chain letters or spamming, or unsolicited emailing through the website.

REGISTRATION

2.9   When registering on our Site, Users are required to provide true, accurate, current and complete information about themselves as prompted by registration forms provided. You agree to update your information should there be any changes, in order to keep registered information true, accurate, current and complete. If you provide information contrary to aforementioned conditions, we may deny you or terminate your access to the Site, parts of it or our Services. We are not responsible for any failure in providing the Services which results from information that is not true, accurate, current and complete.
2.10   You understand that it is your responsibility to keep your log in information confidential. You are responsible for all activity under your account. If you ever find out or suspect that someone accessed your account without authorization, you are advised to inform us immediately.

CONTACT

2.11   If you provide us with your e-mail address, we may contact you using such contact information, for any matters relating to the Services (Service e-mails). These e-mails do not constitute “unsolicited commercial e-mail advertisements” and you are not able to opt-out of receiving them. You may opt-in to receive e-mails about news, promotions, special offers and or other topics of interest related to the vMap and our affiliates (Promotional e-mails). You may choose to stop receiving these promotional e-mails at any time by following the instructions contained in Promotional e-mails.
2.12   If you have any question or suggestion you can contact us at support@haiberg.com.

INTELLECTUAL PROPERTY

PROPRIETARY RIGHTS

3.1   All intellectual property rights connected to the Site, Services, Content, software or technology used with the Services are the sole property of the Haiberg GmbH, or are used under appropriate licenses or permissions. Nothing in this Agreement shall be understood or intended for transfer of such intellectual property rights to you or any other third party.
3.2   Maps and layers are provided by third party open license programs OpenStreetMap and OpenLayers. Content provided by these third party licensors are available under Open Database License. Open Database License for OpenStreetMap can be found on the following url http://www.openstreetmap.org/copyright. OpenLayers content is provided under separate copyright license included bellow:
Copyright (c) , All rights reserved.
Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
3.3   Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sub licensable license to access and use the Platform provided by Haiberg GmbH. Except as expressly permitted in these Terms, you may not: copy, modify or create derivative works based on the Services; distribute, transfer, sublicense, lease, lend or rent the Services to any third party; reverse engineer, decompile or disassemble the Services; or make the functionality of the Services available to multiple users through any means.
3.4   Haiberg GmbH hereby further grants you a limited, non-exclusive, transferable, sub licensable license to use, copy, modify, or create derivative works based on the Content generated as a result of your use of the Services, including generated maps, routs, and reports. User shall include in each instance of such Content a following copyright attribution notice: “Parts of this document were developed by © vMap - Haiberg GmbH and © OpenStreetMap contributors”.
3.5   Users retain all rights, title, and interest in the Data they provide through the Platform. By providing the Data, Users grant us a limited, non-exclusive, non-transferable license to host, reproduce, and process such Data for the sole purpose of providing the Services or customer support. Haiberg GmbH shall not use Data contrary to these terms and will treat such Data as Confidential Information. Insofar where such assistance is necessary for compliance with laws, regulations, and requests made within the scope of EU GDPR, Haiberg GmbH shall assist the User by appropriate technical and organizational measures. We will also provide Users with any information necessary to demonstrate compliance with the obligations laid down in EU GDPR.

CONFIDENTIAL INFORMATION

3.6   During the term of this Agreement, Users may be required to provide or volunteer to provide certain Confidential Information to vMap and vMap may disclose certain Confidential Information to the users. Regarding such information both parties hereby agree (i) to keep Confidential Information in strict confidence, (ii) to undertake all reasonable measures to protect the confidence of Confidential Information, (iii) not to disclose, or otherwise make available, Confidential Information to any third party without obtaining prior written consent, (iv) to use Confidential Information only for the purposes intended, (v) to return all Confidential Information and any and all copies, extracts or derivative works resulted from Confidential Information upon written request or upon termination of the Agreement, and to destroy or erase all remaining copies of the Confidential Information regardless of the form or media on which the Confidential Information is stored.
3.7   You agree to give vMap, their employees, affiliates, and agents access and the right to use all Data that is necessary for the provision of Services. Both parties agree to allow access to Confidential Information only to personnel committed to confidentiality either by agreement or statutory obligations. Collection, storage and use of information obtained from Users is governed by our Privacy Policy document available at www.vmap.com/privacy-policy.
3.8   By using our Services you grant us the right to add your name and company logo to our customer list and website.

NOTIFICATION OF INFRINGEMENT

3.9   If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to the Site’s Copyright Agent:
  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • A description of the copyrighted work or other intellectual property that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on the Site;
  • Your name, address, telephone number and e-mail address;
  • A signed statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • A statement by you, made under penalty of perjury, that the information provided in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
3.10   Our copyright agent can be reached as follows: Email: support@haiberg.com

PAYMENT AND PRICING

4.1   All prices for listed Services are available on the Site and are calculated when you choose to subscribe on the Site. All prices are shown exclusive of VAT and other applicable taxes. You understand and agree that it is your responsibility to pay applicable taxes for your use of the Services.
4.2   When subscribing on the Site, you can choose the method of payment. If you are paying by credit card, you must provide valid and current information necessary to process the payment. You agree and authorize us to charge your credit card for all fees payable during your Subscription Term. If you are paying against the invoice, you understand and agree that the amounts in the invoices are due 30 days from the invoice date, unless otherwise specified in the invoice.
4.3   Subscription Fee is calculated in the moment of submitting the registration on the Site. Subscription Fee for the current Subscription Term will not be affected by the Service price changes as described in article 4.6 of this Agreement. Subscription Fee is due immediately but may be paid in monthly or quarterly installments if specified.
4.4   No more than thirty (30) days prior to the expiry of the current Subscription Period we will issue you an invoice for the renewal of your Subscription. You authorize us to charge your credit card for the amount in the invoice fifteen (15) days prior to the expiry of the current Subscription Period unless auto-renewal is turned off in the moment of processing of the payment. If credit card information is not available, you agree to pay against the invoice no later than fifteen (15) days prior to the expiry of the current Subscription Period, unless otherwise specified. Invoice for renewal of the Subscription will serve as a notification to the user that their Subscription will be renewed fifteen (15) days prior to the expiry of the current Subscription Period. Renewal Invoice becomes due fifteen (15) days prior to the expiry of the current subscription plan unless user notifies us that they do not want to renew their Subscription or if they turn off auto renewal option in which case issued invoice becomes invalid.
4.5   If any invoiced amount is not paid by the due date, we reserve the right to charge an interest on the due amount at the rate of 1.0% per month or maximum allowed interest rate under the law, whichever is less.
4.6   We reserve the right to change prices at any time and without notification. Such changes will not affect user’s current Subscription Period. Prices that were effective thirty (30) days prior to the Subscription renewal will be applied for the payment of the renewed Subscription Period.

THIRD PARTY SERVICES

5.1   The Services may be made available or accessed in connection with third party services and content (including advertising) that vMap does not control. You acknowledge that different Terms of Service and privacy policies may apply to your use of such third party services and content. vMap does not endorse such third party services and content and in no event shall vMap be responsible or liable for any products or services of such third party providers.
5.2   If you are using Google API key you understand that you agree to be bound by Google’s Terms of Service agreement available here https://www.google.com/policies/terms/. Costs of using third party services fall solely on the User.

TERMINATION

6.1   Either party may terminate this Agreement for cause. In the event that Party wants to terminate this Agreement, such Party shall provide a written termination notice to the other Party with the notice period of two weeks starting from the receipt of the termination notice.
6.2   vMap may terminate this agreement without notice and notice period, with immediate effect if user:
  • breaches this Agreement;
  • fails to make due payments;
  • misuses the Services or uses Services contrary to Acceptable Use policy;
  • engages in fraudulent or illegal activities.
6.3   Upon termination of this Agreement, user will not be able to use the Services. If the agreement has been terminated, user shall be liable to pay to the vMap any outstanding fees due for payment immediately. vMap shall not be responsible for any damage caused by the termination of this Agreement.

INDEMNITY

7.1   You will indemnify and hold harmless Haiberg GmbH, and its employees and affiliates, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your access to or use of the Site and our Services, content which you provide, or your violation of these Terms.

LIMITATION OF LIABILITY

8.1   YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE VMAP SERVICE IS TO STOP USING THE VMAP SERVICES.
8.2   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW HAIBERG GMBH, ITS EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, SUPPLIERS, ASSIGNS OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE VMAP SERVICES, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, EVEN IF HAIBERG GMBH HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL HAIBERG GMBH’S AGGREGTATED LIABILTY EXCEED THE AMOUNT YOU PAID HAIBERG GMBH, IF ANY, THE PAST ONE MONTH FOR THE SERVICES GIVING RISE TO THE CLAIM, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
8.3   Haiberg GmbH, it’s employees, agents, and its directors do not accept any liability and you hereby agree to release us of any liability arising (whether directly or indirectly) out of the information provided through the Services, or any errors, in or omissions from such information. Haiberg GmbH is not liable for loss (whether directly or indirectly) caused by your actions or decisions based on your reliance on the information provided to you through the Services, nor caused by the delay, malfunction of the operation or the availability of the Services.

CHANGES

9.1   VMAP MAY MAKE CHANGES OR REPLACE OUR TERMS AND CONDITIONS AGREEMENT AT ANY TIME. WE WILL POST SUCH CHANGES, REPLACEMENTS AND UPDATES ON THE SITE AND SUCH CHANGE, REPLACEMENT AND UPDATE TO OUR TERMS AND CONDITIONS AGREEMENT WILL TAKE EFFECT IMMEDIATELY UPON POSTING. CHANGES TO THE TERMS OF SERVICE WILL NOT AFFECT ALREADY PAID SUBSCRIPTION PERIODS. YOU ARE CONSENTING TO KEEP YOURSELF UP TO DATE WITH THE LATEST POSTED TERMS AND CONDITIONS AGREEMENT AND YOU ACCEPT AND ARE BOUND BY SUCH CHANGE, REPLACEMENT AND UPDATE IF YOU ACCESS OR USE OUR SERVICE AFTER WE HAVE POSTED IT IN OUR SITE. THE TERMS AND CONDITIONS AGREEMENT APPLIES REGARDLESS FROM WHICH DEVICE OR OPERATING SYSTEM YOU ACCESS OUR SERVICES.

GOVERNING LAWS AND CHOICE OF FORUM

10.1   This Agreement shall be governed by and construed under the laws of Germany, without regard to its conflict of law provisions, as applied to agreements entered into and to be performed in Germany by Germany residents. You agree that if you have any dispute with Haiberg GmbH you will contact us in order to settle through negotiations and mutual understanding. If the solution can not be reached in negotiations you agree and hereby submit to the non-exclusive jurisdiction of the courts in the city of Munich, Germany.

FINAL PROVISIONS

11.1   If any part of these Terms is found to be invalid, illegal or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Terms.
11.2   The section titles in the Terms are for convenience only and have no legal or contractual effect.
11.3   Any failure to exercise or enforce any right or the provision of this agreement shall not constitute a waiver of such right or provision.
11.4   Neither Party may assign or transfer any right or obligation under this Agreement to a third-party without obtaining prior written consent, except to the successors in the event of merger, sale, or liquidation of the Party.