Moves API Terms of Use

Dated: May 10th, 2013

These terms of use (“Terms of Use”) are a legal agreement concluded between a natural or legal person referred to as the “Licensee” and ProtoGeo Oy of Salomonkatu 17 A, FI-00100 Helsinki, Finland (“Licensor”) for the Moves application programming interface and associated documentation, as amended from time to time (collectively, “Moves API”). If the Licensee is a legal person, by agreeing to this agreement you confirm that you are authorized to enter into these Terms of Use on the Licensee’s behalf and to bind the Licensee to its terms and conditions.

By using the Moves API, the Licensee agrees to these Terms of Use. If the Licensee does not agree to these Terms of Use, the Licensor does not license the Moves API to the Licensee and the Licensee must not use the Moves API. The Moves API can only be used in accordance with these Terms of Use.

1. License

1.1 The Licensor hereby grants the Licensee a personal, non-transferable, non-exclusive license to use the Moves API on the terms and conditions of these Terms of Use for accessing and storing data from Moves (“License”). The Moves API is currently provided for free, but the Licensor reserves the right to charge for the Moves API, or additional features or functionality for it, in the future.

1.2 The Licensor reserves the right to modify the Moves API at any time without notice. The Licensor further reserves the right to suspend, remove or disable access to the Moves API with sixty (60) days’ notice by email, via an online service or otherwise. In no event shall the Licensor be liable for the consequences of any removal or disabling of, or of imposing limits on, access to or use of the Moves API.

2. Restrictions

2.1 As a condition for using the Moves API, the Licensee undertakes at all times to adhere to:

(a) these Terms of Use;
(b) the Moves Brand Guidelines;
(c) any written instructions of the Licensor concerning maximum access rates and permitted use of the Moves API; and
(d) all applicable laws, especially in relation to data protection,

as may be amended from time to time.

2.2 The Licensee shall immediately cease the use of the word “Moves” and/or the display of the Moves logo or other distinctive brand(s) of the Licensor (collectively, “Brands”) in the Application, if so requested by the Licensor.

2.3 Any non-permitted use of the Moves API such as the circumvention of the applicable rate limitations set by the Licensor with multiple accounts or by other means, or any attempts to that effect, will result in the termination of the License by the Licensor with immediate effect. Should the Licensee require more network calls to the Moves API than what are permitted from time to time under these Terms of Use, it may contact the Licensor with a view to negotiating on a greater amount subject to a separate agreement.

3. Data protection

3.1 Upon entering into the License, the Licensor will provide the Licensee with authentication credentials for the Moves API (“Authentication Credentials”). The Licensee shall protect such Authentication Credentials from unauthorized use or access and be fully responsible for all activities that occur using such Authentication Credentials. The Licensor shall have the right to revoke any Authentication Credentials if, in the reasonable opinion of the Licensor, the Licensee has failed to comply with any of the provisions of these Terms of Use.

3.2 The Licensee shall process data received under the License lawfully, with due care and in compliance with good processing practice so that the protection of the data subjects’ private life and the other basic rights which safeguard their right to privacy are not restricted without a basis provided by law. The Licensee shall implement appropriate technical and organizational measures to protect such data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against all other unlawful forms of processing.

3.3 In case the Licensee commits a gross breach of any term or condition of these Terms of Use, the Licensor shall have the right to demand that any and all data retrieved through the Moves API be erased forthwith. If requested by the Licensor, the Licensee shall certify in writing to the Licensor that it has complied with the requirements of this Section 3.3.

4. Confidentiality

4.1 In consideration of the License, the Licensee undertakes that it shall not at any time communicate or otherwise make the Moves API and/or the Authentication Credentials (collectively, “Information”) available to any other person or entity, except as permitted by Section 4.2.

4.2 The Licensee may disclose the Information only to its employees who need to know the Information for the purposes of the License. The Licensee shall procure that its employees to whom it discloses the Information comply with this Section 4.

4.3 The Licensee shall not copy, adapt or otherwise reproduce the Moves API except strictly for the purposes and term of the License.

4.4 If the Licensee knows or suspects that the confidentiality of the Information has been compromised, it shall immediately halt any data connections to the Moves API and notify the Licensor giving full particulars.

5. Intellectual property rights

5.1 The Moves API is proprietary to the Licensor. The Licensee acknowledges that any disclosure pursuant to these Terms of Use shall not confer on the Licensee any intellectual property rights in relation to the Moves API.

5.2 In the event that the Licensee is notified by a third party that that party claims rights in the Moves API or that use of the Moves API infringes any right of that third party, the Licensee agrees to immediately notify the Licensor and, at the Licensor’s request, to immediately cease the use of the Moves API.

5.3 The Licensee shall not apply to register, or register, any copyright, trademark, design or other type of intellectual property rights for any goods or services in any country with respect to:
(a) the whole or any part of Moves or any related materials; or
(b) any trade or service mark or any other designation which consists of, comprises or is confusingly similar to the Brands.

6. No warranty

No warranties of any kind are given in respect of the Moves API, and all statutory warranties and conditions are excluded to the fullest extent possible.

7. Limitation of liability

7.1 The Licensor shall have no liability of any kind in any circumstances whatever in respect of the Moves API. In particular, the Licensor shall not under any circumstances whatever be liable to the Licensee for:

(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss or corruption of data or information;
(e) loss of business opportunity, goodwill or reputation; or
(f) any indirect or consequential loss or damage.

7.2 The Licensee shall indemnify the Licensor against any claim made against the Licensor by a third party arising out of or in connection with the provision of the Moves API.

7.3 In the event that the Licensor would be found liable to the Licensee or a third party, the sum payable by the Licensor in respect of such liability shall not in any circumstances exceed fifty euros (€50.00).

8. Termination

8.1 The License is effective until terminated by the Licensee or the Licensor. The Licensee’s rights under the License shall terminate automatically without notice from the Licensor if the Licensee fails to comply with any term or condition of these Terms of Use. Any termination shall take effect immediately.

8.2 Upon termination of the License, the Licensee shall cease all use of the Information.

9. Other terms

9.1 Any notices and other communication to the Licensor concerning the Moves API may be sent by email at the address api@moves-app.com. However, this Section 9.1 shall not apply to the service of any proceedings or other documents in any legal action or arbitration.

9.2 The Licensor may transfer its rights and obligations under these Terms of Use to another person. The Licensee may not transfer its rights or obligations under these Terms of Use to another person. For the avoidance of doubt, if these Terms of Use have been entered into on behalf of a legal person, the fact that the Representative who has executed these Terms of Use on the Licensee’s behalf ceases to be associated with the Licensee shall not as such affect such Licensee’s entitlement to use the Moves API in accordance with the License.

9.3 Each of the conditions of these Terms of Use operates separately. If any court or competent authority decides that any of them is unlawful or unenforceable, the remaining conditions will remain in full force and effect.

9.4 These Terms of Use shall be governed by the substantive laws of Finland. Any dispute, controversy or claim arising out of or relating to these Terms of Use, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Arbitration Institute of the Finland Chamber of Commerce.

10. Variation

10.1 The Licensor is entitled to revise these Terms of Use at any time. The Licensor shall notify the Licensee of any revisions, including the possible introduction or revision of charges for the Moves API, with reasonable notice, not exceeding thirty (30) days, by email, via an online service or otherwise.

10.2 If the Licensee does not agree to the revised Terms of Use, it will not be bound by them if the Licensee ceases all use of the Moves API prior to such revision’s becoming effective.