THESE TERMS OF SERVICE (the “Agreement”) are made and entered into by and between Litmap Limited, a New Zealand corporation with company number 6019409 (“Litmaps”), and You, the user (“You”, “User”), each a Party and together the Parties.
BY DOWNLOADING, INSTALLING, ACCESSING OR USING LITMAPS, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF ANY EMPLOYER OR BUSINESS ENTITY, SUCH ENTITY IS DEEMED THE USER HEREUNDER AND YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO LEGALLY BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS.
Subject to the terms of this Agreement, Litmaps hereby grants You a revocable, non-exclusive, non-transferable license to access the Litmaps Service solely and exclusively for personal use for the duration of the Term.
This Agreement commences on the initial payment date and, unless terminated earlier in accordance with section 6, will continue for an initial term of one (1) month or one (1) year according to user-selection (Initial Term).
This Agreement will automatically renew for additional periods of one (1) month or one (1) year (each a “Renewal Term”) following the expiry of the Initial Term or a given Renewal Term (as applicable).
You assume full responsibility for Your actions and omissions and will ensure that You comply with the terms of this Agreement, and in particular this Clause 3.
You may not procure, engage in or attempt, directly or indirectly, to: reverse engineer the Litmaps Service or otherwise attempt to discover the source code of or trade secrets embodied in the Products or any portion thereof; scrape any information (including Confidential Information) from the Litmaps Service; violate the Intellectual Property rights of Litmap or any third party; compromise the Litmaps Service in any way, including by introducing or using any malware, spamware, spyware, adware, viruses or any other malicious programs, tools, software, code, file, script, command or otherwise that may damage, harm, deny, interfere with or expropriate any data from the Litmaps Service; engage in any activity that is contrary to applicable law, policies or procedures; share your account or allow your account to be used by more than one User; or use the Litmaps Service for any purpose other than that for which it was made available by Litmaps to You under this Agreement.
You agree to notify Litmaps in writing immediately if You become aware of any circumstances that suggest that any person may have unauthorized access to the Litmaps Service
Litmaps is committed to a program of continuous improvement of the Litmaps Service. Therefore, from time to time the Litmaps Service may be unavailable due to the application of updates and the conducting of maintenance. Except in respect of emergency maintenance, Litmaps will endeavor to notify You of the time and duration of any maintenance windows.
You must pay the fees described on Litmaps.com/pricing in advance via credit card. Invoices must be paid within fourteen (14) days from the date on which they are issued. In the event that an invoice remains unpaid after the due date Litmaps may suspend Your access to the Litmaps Service and interest will become payable on the outstanding Fees at the rate of 2% per month. Litmaps will be entitled to recover from You all debt recovery costs, including any and all reasonable legal costs incurred by Litmaps to recover the debt.
If You dispute the validity of any Fees, You will immediately pay such portion as is not in dispute and provide written notice to Litmaps setting out the reasons why the disputed amount is disputed, (a “Dispute Notice”). Failure by You to provide a Dispute Notice within thirty (30) days of the due date of any invoice shall constitute an irrevocable waiver of any rights on the part of You to dispute that invoice.
The Agreement shall continue in force unless either Party gives written notice to the other Party of its intention that the Agreement be terminated at the end of the Initial Term or a given Renewal Term (“Notice of Termination”). Notice of Termination shall be given 30 days prior to termination.
This Agreement may be terminated in any of the following ways:
Except where this Agreement is terminated by You due to Litmaps’ irremediable or unremedied breach under clause 5.1(c), the Client will not receive a refund of any Fees paid upon termination of this Agreement. In the event that this Agreement is terminated prior to the expiry of the Initial Term or any Renewal Term, the sum of the Fees which would have been paid by You to Litmaps for the remainder of the Initial Term or Renewal Term if this Agreement had not been terminated will become immediately due and payable.
If this Agreement is terminated, all existing claims and remedies at law remain extant and may be pursued by either party.
Upon termination, You will be provided with an opportunity to download Your Data.
Neither party to this Agreement shall be liable to the other party for indirect, incidental, special or consequential loss or damages (which shall be deemed to include loss of revenue, contracts, use, business profits, business information, data, goodwill or other non-pecuniary loss; and loss caused by business interruption, wasted expenditure or diminution of value) arising out of or in connection with this Agreement or the provision of the Services, whether arising from negligence, breach of contract or otherwise.
Notwithstanding anything to the contrary in this Agreement, the maximum aggregate liability of Litmaps for all claims under or relating hereto, whether arising from negligence, breach of contract or otherwise, will be an amount equal to the lesser of: the amount paid by You to Litmaps in the six (6) months immediately prior to the first such claim being made; and $100,000.
Each Party agrees to defend, indemnify and hold harmless the other Party, its affiliated and subsidiary corporations, its officers, directors, employees, agents, successors and assigns harm from and against all liability, loss, expense, fines, penalties, or damages (including reasonable legal costs) to the extent that such claim arises out of or is in any way connected with the non-performance or breach of any obligation imposed on the indemnifying party by this Agreement or other general laws and obligations or by reason of and to the extent of the fraud, negligence or willful misconduct of the indemnifying party or any agent or employee of the indemnifying party.
For the avoidance of doubt, the limitations and exclusions of liability outlined in this Agreement shall apply to the indemnity obligations of the Parties (if any).
Each party warrants to the other that it has full power and authority to enter into and perform this Agreement in accordance with its terms
Subject to the remainder of this Clause 8, Litmaps warrants that the Services will be performed in a professional manner, and that all personnel of Litmaps will be suitably qualified and appropriately skilled to carry out their duties and responsibilities in respect of this Agreement.
You acknowledge and accept that:
The Services provided under this Agreement are provided for your personal, non consumer use only.
Litmaps owns and shall retain all right, title and interest in and to all its Intellectual Property, which shall in no way be affected by this Agreement, except as licensed to You hereunder.
You own and retain all rights, title and interest in and to all Your Intellectual Property which shall in no event be affected by this Agreement. Where You make a public workspace in the Litmaps Service, You agree to make the relevant information available to the people with whom You decide to share it (with the understanding that open links are visible to any person with a copy of the applicable link).
Exclusive ownership and title to all Intellectual Property Rights created under or in connection with this Agreement shall be vested in Litmaps as and when they are created or arise.
Litmaps hereby warrants that to the best of its knowledge, save and except any components which are Third Party Material and Your Data, the Litmaps Service does not infringe the intellectual property rights of any third party.
You hereby warrant that You have all necessary rights and permissions to use and to upload the Data to the Litmaps Service, and that the Data will not infringe the Intellectual Property rights of any third party.
If You provide Litmaps with ideas, comments or suggestions relating to the Litmaps Service (Feedback), all Intellectual Property rights in that Feedback, and anything created as a result of that Feedback (including new materials enhancements, modifications or derivative works), are owned solely by Litmaps. Litmaps may use or disclose any Feedback for any purpose.
Each Party agrees that, unless it has the prior written consent of the other, it will not use or disclose to any third party (other than for the purpose of performing its obligations under this Agreement or obtaining legal, financial or other professional advice) any information which is Confidential Information of the other Party.
Each Party will promptly notify the other of the loss of any items containing Confidential Information and of any circumstances of which it becomes aware concerning any unauthorized possession, disclosure or use of any Confidential Information of the other Party.
Litmaps undertakes to ensure that its employees, agents and sub-contractors who need to know the same are aware of and will be legally obliged to comply with the provisions of this clause in relation to the Confidential Information.
Data Protection Legislation The Parties shall at all times comply with all applicable laws relating to the handling, storage, processing and use of data, including the New Zealand Privacy Act 2020, Regulation (EU) 2016/679 General Data Protection Regulation, the UK Data Protection Act 2018, and all national, federal, state and local laws and regulations relating to the use and protection of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant regulatory authority applicable to a Party (together the “Data Protection Legislation”).
Safeguards Each Party will maintain appropriate administrative, technical and physical safeguards for all data accessed, stored, transmitted or otherwise processed.
If You become aware of any unauthorized access to or use of data and/or systems related to use of the Litmaps Service, You will promptly notify Litmaps of such incident.
Consent By entering into this agreement, You consent to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by Litmaps in connection with the processing of Personal Data, provided these are in compliance with the Data Protection Legislation and the then-current version of Litmaps’s privacy policy available at litmaps.com/privacy-policy (“Privacy Policy”). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this agreement, the Privacy Policy will take precedence.
Metadata Litmaps may use User data in order to provide the Litmaps Service to You, and may use de-identified (as such term is understood under the Data Protection Legislation) metadata to create aggregate (non-personally identifiable) reports which allow Litmaps to enhance its services.
Any notice required to be given under or in connection with this Agreement may be personally delivered, sent by email, or sent by courier to the addresses set out below.
For Litmaps:
Litmap Limited
Level 1, 77 Customhouse Quay
Wellington, 6011
New Zealand
axton@litmaps.com
A notice under this Agreement will be deemed to be received if: delivered personally, when delivered; sent by email, one (1) hour after the time on the Business Day it is delivered to the recipient’s inbox; and posted, three (3) Business Days after posting or, in the case of international post, twenty (20) Business Days after posting; provided that any notice deemed received after 5 p.m. on a Business Day or on any day other than a Business Day will be deemed to have been received at 9 a.m. on the next Business Day.
This Agreement shall be governed by the laws of New Zealand, and the courts of New Zealand shall have exclusive jurisdiction to hear and determine all issues that may arise under or in relation to it. This clause does not limit Litmaps’ right to seek orders in overseas courts for recovery of debts owed by You.
There are no conditions, representations, warranties or other terms affecting the arrangements between the parties other than those referred to in this Agreement and this Agreement contains the whole of the contract between the us and supersedes all prior agreements and understandings, if any, with respect to the transactions contemplated herein.
Any clause of this Agreement that contemplates performance or observance after this Agreement has been terminated, including Clauses 8 (Warranties and Disclaimers) and 10, (Confidentiality and Privacy) shall remain in full force and effect following such termination.
During the Term of this Agreement and for an additional period of six (6) months thereafter, each party will not: induce any employee of the other to terminate his or her employment relationship with the other party; or offer employment to any employee of the other party who has performed any services related to this Agreement without first obtaining the written consent of the other party, provided that nothing in this clause 13.4 shall prevent either party from employing any person who responds to a genuine advertisement placed by that party or who initiates contact with that party.
The relationship of Litmaps and You established under this Agreement is that of independent contractors, and nothing in this Agreement is intended, nor shall it be construed, to constitute either Party as a principal, agent, fiduciary, employer, employee, partner, co-owner or joint venturer of or with the other party for any purpose whatsoever. Neither party has any authority to incur obligations, liability or debt, or make representations, on behalf of the other party in any manner whatsoever
Each party shall make all applications, execute all documents and do or procure all other acts and things necessary to implement and to carry out its obligations under this Agreement.
Notwithstanding anything to the contrary in this Agreement, no default, delay or failure to perform on the part of either Party (other than a payment obligation) shall constitute a breach of this Agreement if (or to the extent that) such default, delay or failure to perform is due to a cause, event, act or omission beyond the reasonable control of the Party charged with such default, delay or failure.
Each party agrees to cooperate and work with the other in good faith to enable the effective delivery of the Service by Litmaps. This may include You making available information, decisions and processes as may reasonably be required to facilitate You to implement and deliver the Services in accordance with this Agreement.
You may not assign, or otherwise transfer any right or obligation under this Agreement without the prior written consent of Litmaps. You remain liable for Your obligations under the Agreement despite any approved assignment, subcontracting or transfer. Any assignment, novation, subcontracting or transfer must be in writing.
You hereby grant Litmaps the right to list you as a customer of Litmaps and use your logo(s) in marketing materials, such as our website(s) and applications, customer-facing presentations, and investment materials. In addition, Litmaps will, with your prior approval have the right to use your name and logo(s) in press releases. You agree that when making public announcements concerning the Services or their application, you will acknowledge that they were provided by Litmaps.
