Updated 26 Jun 2018

Navigine Terms of Service

1. Introduction

We welcome you (“you” or “Customer”) to use the services of Navigine Corporation and its affiliates (“Navigine”, “we”, “us”, “our”) (each Customer and Navigine referred to individually as a “Party” and collectively as the “Parties”). These Terms of Service (collectively, the “Terms”) set forth the legally binding terms and conditions which are applicable to your use of, and access to, the Indoor Positioning Service and your rights relating to the Navigine Platform. The Terms constitute an agreement between you and us and define the rights and responsibilities that you have with respect to the Indoor Positioning Service and the Navigine Platform. By downloading, installing, accessing or using the Indoor Positioning Service and the Navigine Platform you agree to be bound by these Terms. By accepting these Terms, You represent and warrant that you have the right, authority and capacity to accept these Terms and to abide by them and that you have fully read and understood the Terms. In addition to these Terms, you agree to abide by any supplemental policies of the Indoor Positioning Service, such as policies related to specific services made available therein as well as all other operating rules, policies and procedures that may be published from time to time on the Indoor Positioning Service, each of which is incorporated herein by reference. Moreover, you acknowledge and agree that we may, from time to time and in our sole discretion, issue updates or upgrades, or other amendments, to the Indoor Positioning Service and that these Terms will govern any such updates, upgrades and amendments. Moreover, if you are a corporation, you represent and warrant that you are duly incorporated and validly existing under the laws of your jurisdiction of incorporation and you have the corporate power and authority to agree to these Terms and to perform your obligations hereunder.

2. Definitions

“Customer Delivered Data” means a floor plan image of a site from which the Indoor Positioning Service is accessed (each a “Site”), a 3D model of a Site, and related metadata, which Customer transmits to the Navigine in connection with the use of the Indoor Positioning Service, other than Personal Data.

“Customer Software” means Software that is developed by, or licensed to, Customer, and which integrates the Navigine Platform for purposes of using the Indoor Positioning Service.

“Device Data” means (i) a mobile device specific identifier such as, but not by way of limitation, UDID, iOS IDFA, and Android Advertising ID; (ii) a mobile device model information; and (iii) data about end users’ use of the Indoor Positioning Service; and (iv) Location Data.

“Indoor Positioning Service” means the Navigine’s cloud based indoor positioning service, which Navigine provides from its cloud-based servers to its customers.

“Intellectual Property” or “IP” means all (a) technology, formulae, algorithms, ideas, creations, inventions, discoveries, and improvements (whether patentable or non-patentable and whether or not reduced to practice); (b) technical, engineering, manufacturing, product, marketing, servicing, financial, supplier, personnel and other information and materials; (c) specifications, designs, models, devices, prototypes, schematics and development tools; (d) Works of Authorship, including Software; (e) databases and other compilations and collections of data or information; (f) Trademarks; (g) Confidential Information (as set out in Section 12); and (i) tangible embodiments of any of the foregoing and of any Intellectual Property Rights, in any form or media whether or not specifically listed herein.

“Intellectual Property Rights” means all rights (anywhere in the world, whether statutory, common law or otherwise) relating to, arising from, or associated with Intellectual Property, including (a) patents and patent applications, utility models and applications for utility models, inventor’s certificates and applications for inventor’s certificates, and invention disclosure statements; (b) copyrights and all other rights with respect to Works of Authorship and all registrations thereof and applications therefor (including moral and economic rights, however denominated); (c) other rights with respect to Software, including registrations thereof and applications therefor; (d) industrial design rights and registrations thereof and applications therefor; (e) rights with respect to Trademarks, and all registrations thereof and applications therefor; (f) rights with respect to Confidential Information; (g) rights with respect to databases and other compilations and collections of data or information, including registrations thereof and applications therefor; (h) publicity and privacy rights, including all rights with respect to use of a person’s name, signature, likeness, image, photograph, voice, identity, personality, and biographical and personal information and materials; and (i) any rights equivalent or similar to any of the foregoing.

“Location Data” means the mobile device’s position based on the algorithmic analysis of Sensor Data, or as reported by the mobile device operating system location services or a position estimated or developed by any other means and delivered by or through the Customer Software to the Indoor Positioning Service with the Navigine API provided for example by end user defined point or location triggered by a beacon.

“Navigine Developed Data” means the data, metadata, and other content that is first collected or generated by the Indoor Positioning Service. The Navigine Developed Data include, but are not limited to, Sensor Data collected by or generated in the Indoor Positioning Service, Device Data, data and metadata submitted to the Indoor Positioning Service and/or collected by the Navigine Platform, and Location Data generated by or in the Indoor Positioning Service but shall not include any data that constitute Personal Data.

“Navigine Platform” means all Navigine-developed (a) Software, indoor positioning client Software, Software development kit(s) (“SDK”), and an indoor positioning application programming interface (“API”) including Software implementations of algorithms, models, and methodologies, whether in source code, object code or other form, including libraries, subroutines and other components thereof; (b) computerized databases and other computerized compilations and collections of data or information, including all data and information included in such databases, compilations or collections; (c) screens, user interfaces, command structures, report formats, templates, menus, buttons and icons; (d) descriptions, flow charts, architectures, development tools, and other materials used to design, plan, organize and develop any of the foregoing; and (e) all documentation, including development, diagnostic, support, user and training documentation related to any of the foregoing.

“Personal Data” means data relating to an identified or identifiable natural person and as otherwise defined under applicable laws.

“Sensor Data” means data collected by any sensor or interface of a mobile device including, but not limited to, accelerometer, barometer, thermometer, gyroscope, radio transmitters, cellular, Wi-Fi, Bluetooth, camera, and magnetometer sensors.

“Software” means all (a) computer programs and other software, including software implementations of algorithms, models, and methodologies, whether in source code, object code or other form, including libraries, subroutines and other components thereof; (b) computerized databases and other computerized compilations and collections of data or information, including all data and information included in such databases, compilations or collections; (c) screens, user interfaces, command structures, report formats, templates, menus, buttons and icons; (d) descriptions, flow charts, architectures, development tools, and other materials used to design, plan, organize and develop any of the foregoing; and (e) all documentation, including development, diagnostic, support, user and training documentation related to any of the foregoing.

“Trademarks” means trademarks, service marks, logos and design marks, trade dress, trade names, corporate and company names, domain names, fictitious and other business names, and brand names, together with all goodwill associated with any of the foregoing.

“Works of Authorship” means Software, and all other content, images, graphics, text, photographs, artwork, audio-visual works, sound recordings, graphs, drawings, reports, analyses, writings, and other works of authorship and copyrightable subject matter.

3. User Account

In order to access and use the Indoor Positioning Service, you must create an account at Navigine’s website https://client.navigine.com/login (the “Customer Account”). In connection with creating a Customer Account, you agree to provide accurate, current and complete information (including Personal Data, as required) for your account (the “Account Credentials”), and to keep the Account Credentials updated with correct information at all times. You are responsible for maintaining the confidentiality of your Account Credentials, and agree to notify us immediately if your Account Credentials are lost, stolen, disclosed to an unauthorized third party, used to access the Customer Account without your permission, or otherwise compromised. You agree and acknowledge that you are responsible for all activities that occur under your Account Credentials. We process Personal Data that may be included the Account Credentials in accordance with our Developer Privacy Policy, available at https://navigine.com/privacy-policy/.

4. Fees and Payment

You can use the Indoor Positioning Service for personal use at one specified location free of charge. If you use the Indoor Positioning Service for commercial purposes, or at more than one location, then you must shall be required to enter into a license agreement with Navigine, and pay a service fee, as provided for in the license agreement.

5. Right to Access and Use

Subject to these Terms, you are a granted a revocable, limited, personal, non-assignable, non-transferable, non-sub-licensable right to access and use the Indoor Positioning Service and the Navigine Platform.

During the Term, you have the right to access and use the Indoor Positioning Service and the Navigine Platform – they are not sold to you. You agree that Navigine and its licensors own all right, title and interest in and to the Indoor Positioning Service and/or the Navigine Platform, including all Intellectual Property Rights therein. You agree not to delete or in any manner alter the copyright, trademark or other proprietary rights notices, which may appear on the Indoor Positioning Service and/or the Navigine Platform.

6. Data Use

6.1. Customer Delivered Data

You hereby grant to Navigine during the Term of these Terms a non-exclusive, worldwide, perpetual, irrevocable right and license to:

  • (i) access, collect, use, copy, assemble, compile, analyze, modify, transform, receive, transmit, and create derivative works of, Customer Delivered Data; and
  • (ii) use Customer Delivered Data for purposes of optimization, statistical analysis, and Indoor Positioning Service improvement carried out by Navigine.
  • You are responsible for and warrant that you have the right to deliver the Customer Delivered Data to Navigine and to grant Navigine the rights provided hereunder.

6.2. Navigine Developed Data

The Navigine Developed Data are the sole and exclusive property of Navigine.

7. Intellectual Property Rights

7.1. Navigine IP

Except and solely to the extent as licensed to Customer in these Terms, as between Navigine and Customer, Navigine retains: (a) all right, title, and interest in and to the Indoor Positioning Service and Navigine IP, whether or not specifically recognized or perfected under applicable law, and all legally protectable elements, derivative works, modifications and enhancements thereto; and any Software or technology solely developed by or for Navigine to support the Indoor Positioning Service and (b) all Intellectual Property rights of any kind in the Indoor Positioning Service and the Navigine IP. Moreover, Intellectual Property Rights to the Navigine Developed Data shall belong to Navigine and the Navigine Developed Data are the sole and exclusive property of Navigine.

7.2. Customer IP

Except and solely to the extent licensed to Navigine in these Terms, as between Customer and Navigine, Customer retains all Intellectual Property Rights of any kind in the Customer IP. Moreover, Intellectual Property Rights to the Customer Delivered Data shall belong to Customer and the Customer Delivered Data shall be Customer’s sole and exclusive property.

7.3. Co-Development

The Parties to these Terms do not intend to co-develop any Software, technology or code for purposes of these Terms. Prior to co-developing any Software, the Parties shall agree, in writing, upon the proprietary rights with respect to such co-developed Software.

8. Personal Data

To the extent that any of the Navigine Developed Data, Customer Delivered Data, or Device Data constitutes Personal Data, each Navigine and Customer shall process such Personal Data in compliance with the laws applicable to Personal Data and each of Navigine’s and Customer’s privacy policies. Each Party shall keep and upon each Party’s request, and subject to applicable confidentiality provisions, make available, the legal documentation on each Party’s internal controls with respect to Personal Data. The Navigine Privacy Policy applicable to the Indoor Positioning Service is incorporated into these Terms by reference.

Customer shall defend, indemnify and hold harmless Navigine from and against any and all third party claims, actions, liabilities, losses, damages and expenses which arise directly or indirectly out of or in connection with Customer’s data processing activities under or in connection with these Terms, including without limitation those arising out of any third party demand, claim or action, or any breach of contract, negligence, fraud, willful misconduct, breach of statutory duty or non-compliance with any part of applicable data protection and/or privacy laws.

9. Software Updates

These Terms will govern any upgrades, updates, supplements and add-on components (if any) to the Navigine Platform that Navigine may provide to you or make available to you after the date you obtain your initial copy of the Navigine Platform (collectively, the “Updates“), unless we provide other terms along with such Updates. After upgrading, you may no longer use the older version of the Navigine Platform unless agreed to otherwise in writing between you and Navigine. You acknowledge and agree that Navigine may automatically check the version of the Navigine Platform and/or its components that you are utilizing and may provide Updates to the Navigine Platform.

10. Customer Obligations

You shall:

  • Promptly integrate with the Indoor Positioning Service and maintain the most recent version of the Navigine Platform, in a manner that complies with the technical and implementation requirements provided under these Terms or by Navigine from time to time;
  • Comply with any Indoor Positioning Service protocols and any other instructions contained in any Navigine documentation for the Indoor Positioning Service;
  • Ensure that the collection and use of Personal Data is done in compliance with the applicable data protection laws and Customer’s privacy policy applicable to the collection of Personal Data (the “Customer Privacy Policy”);
  • Ensure that the Customer Privacy Policy is easily accessible, linked to conspicuously on Customer’s home page and other relevant pages of Customer’s website and, as applicable, Customer’s Software and make the Customer Privacy Policy available to Navigine upon Navigine’s advance written request;
  • Provide conspicuous notice to, and obtain opt-in consent from, Customer’s end users regarding the processing of Location Data;
  • Disclose the collection and disclosure of Device Data in the Customer Privacy Policy;
  • Comply with Customer end-users’ preferences regarding Device Data;
  • For Customer end-users in the European Union, provide in the Customer Privacy Policy such end-users with clear notice of, and obtain such end-users’ consent to, the transfer, storage, and use of their information in the United States and any other country where Navigine, our service providers, and our advertising partners may operate, and shall further notify such end-users in the Customer Privacy Policy that the privacy and data protection laws in some of these countries may vary from the laws in the country in which such end-users live; and
  • Ensure that Customer’s Software, websites, distribution, data handling and business practices, comply with any applicable third party contractual terms, licenses, policies and guidelines; intellectual property laws and license restrictions; and legal, regulatory requirements and self-regulation, and the like, that apply to Customer’s Software, websites, distribution, data handling and business practices.

You agree not to:

  • Reproduce the Indoor Positioning Service or any part thereof in any form or by any means;
  • Copy or modify, or create derivative works of the Indoor Positioning Service or any part thereof (including but not limited to any Navigine Platform that forms part of the Indoor Positioning Service), including, without limitation, adapting or modifying the Indoor Positioning Service;
  • Sell, rent, lease, distribute, transfer, license, sublicense, lend or otherwise assign any rights to, or any part of, the Indoor Positioning Service to any third party;
  • Exploit the Indoor Positioning Service in any unauthorized manner whatsoever, including without limitation, by trespass or burdening network capacity;
  • Disassemble, decompile, reverse engineer, or attempt to derive the source code of the Navigine Platform, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law;
  • Misrepresent the source of ownership of the Indoor Positioning Service;
  • Scrape, build databases or otherwise create permanent copies of any content derived from the Indoor Positioning Service; and
  • Use the Indoor Positioning Service in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party.

You agree:

  • To comply with any technical restrictions in the Indoor Positioning Service that allow the Customer to use the Indoor Positioning Service only in certain ways;
  • That Navigine may collect and use comments, feedback, suggestions, and other information provided by Customer, if any, related to the Indoor Positioning Service and/or the Navigine Platform and that Navigine may use this information to improve and develop the Indoor Positioning Service and/or the Navigine Platform.

You represent and warrant that:

  • The Navigine Platform is not a mobile application or other online service directed to children, as defined under the Children’s Online Privacy Protection Act (“COPPA”), and that Customer will not transmit any “Personal Information” (as defined under COPPA) about or relating to an individual under the age of 13 to the Indoor Positioning Service; and
  • Customer will not use or otherwise transport, export or re-export (directly or indirectly) the Indoor Positioning Service into any country forbidden to receive the Indoor Positioning Service by any U.S. or other jurisdictions’ export or technology laws or regulations or otherwise violate such laws or regulations, that may be amended from time to time. In particular, Customer represents and warrants that Customer will not use or otherwise transport, export or re-export the Indoor Positioning Service to a country that is subject to a U.S. Government embargo or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. Customer also represents and warrants that Customer is not located in any such country or on any such list.

11. Indemnities

Customer will indemnify, defend, and hold harmless Navigine from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim or demand by any third party regarding the Customer’s use of the Indoor Positioning Service and/or the Navigine Platform.

Navigine will indemnify, defend, and hold harmless the Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against the Customer to the extent it is based on that Navigine’s technology used to provide the Indoor Positioning Service to Customer infringes any copyright, trade secret, patent, or trademark right of a third party, provided that Customer (a) promptly gives Navigine written notice of the claim; (b) gives Navigine sole control of the defense and settlement of the claim; and (c) gives Navigine all reasonable assistance. In no event will Navigine have any obligations or liability under this section to the extent a claim arises from: (i) use of the Indoor Positioning Service or technology in a modified form or in combination with materials not furnished Navigine; (ii) any content, information, or data provided by Customer, or other third parties, including without limitation Customer Delivered Data; (iii) arises from Customer’s breach of these Terms; (iv) is asserted by a company, which exercises control over Customer or which is controlled by Customer; or (v) Navigine ‘s compliance with Customer’s written specifications or directions, including the incorporation of any materials provided by or requested by Customer.

12. Confidentiality

Each Party shall keep in confidence all Confidential Information and shall not disclose the Confidential Information to any third party or use the Confidential Information for any purpose other than for the purpose of this Agreement. “Confidential Information” for the purposes of these Terms shall mean all information and/or business or trade secrets given by a Party to the other Party, including all documents, information and other material irrespective of the manner or form in which the information is disclosed or how the Party receiving the information otherwise learns it or whether the information can be or has been protected as an intellectual property right by the disclosing Party.

A receiving Party shall have the right to:

  • copy Confidential Information only to the extent necessary for the purpose of these Terms;
  • disclose Confidential Information only to those of its employees who need to know Confidential Information for the purpose of these Terms; and
  • disclose Confidential Information to its own advisors and possible subcontractors provided that such advisors are bound by confidentiality provisions at least as restrictive as contained in this Section 12.

Notwithstanding the foregoing the confidentiality obligation shall not be applied to any material or information:

  • which is generally available or otherwise public other than by a breach of these Terms on the part of the receiving Party; or
  • which the Party has received from a third party without any obligation of confidentiality; or
  • which was in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; or
  • which a Party has developed independently without using material or information received from the other Party.

Notwithstanding the foregoing either Party shall be entitled to disclose Confidential Information, where such disclosure is required pursuant to law, decree or order issued by competent authorities, or juridical order.

Each Party shall cease using Confidential Information received from the other Party promptly upon termination of these Terms or when the Party no longer needs the Confidential Information in question for the purpose of these Terms and, unless the Parties separately agree on the destruction of such material, return the material in question and all copies thereof. Each Party shall, however, be entitled to retain copies required by law or regulations.

In particular, Customer acknowledges that the Indoor Positioning Service and any related documentation contains valuable proprietary information and trade secrets and that unauthorized or improper use of the Indoor Positioning Service and/or the documentation will result in irreparable harm to Navigine for which monetary damages would be inadequate and for which Navigine will be entitled to immediate injunctive relief.

The rights and obligations under this Section 12 shall survive the termination or expiration of these Terms and shall remain in force for a period of five years from the date of disclosure of the respective piece of Confidential Information.

13. No Warranty

THE INDOOR POSITIONING SERVICE IS OFFERED ON AN AS-IS BASIS. NAVIGINE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, PERFORMANCE, OR SUITABILITY; ANY WARRANTY RELATING TO ANY THIRD-PARTY PRODUCTS OR THIRD-PARTY SERVICES; ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN CONDUCTING THE INDOOR POSITIONING SERVICE; OR ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE INDOOR POSITIONING SERVICE OR THE RESULTS OF ANY RECOMMENDATION WE MAY MAKE. NAVIGINE DOES NOT WARRANT THAT THE INDOOR POSITIONING SERVICE MEETS CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE INDOOR POSITIONING SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER AGREES THAT NAVIGINE WILL HAVE NO RESPONSIBILITY (OR RELATED LIABILITY) FOR BACKING UP CUSTOMER DATA OR ANY INFORMATION THAT CUSTOMER PROVIDES TO NAVIGINE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, NAVIGINE, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, PROVIDERS, AGENTS, PARENT COMPANIES, SISTER COMPANIES, SUBSIDIARIES, AND OTHER AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGE, OR ANY OTHER DAMAGE AND LOSS (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF DATA, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR REASONABLE CARE, PERSONAL INJURY OR WORK STOPPAGE), COSTS, EXPENSES AND PAYMENTS, REGARDLESS OF THE ALLEGED LIABILITY OR FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING NEGLIGENCE, INTELLECTUAL PROPERTY INFRINGEMENT, PRODUCT LIABILITY AND STRICT LIABILITY, THAT MAY RESULT FROM, OR IN CONNECTION WITH THE USE OR THE INABILITY TO USE THE INDOOR POSITIONING SERVICE OR NAVIGINE PLATFORM, OR FROM ANY FAILURE, ERROR, OR DOWNTIME IN THE INDOOR POSITIONING SERVICE, OR FROM ANY FAULT OR ERROR MADE BY NAVIGINE’S STAFF, OR FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, REGARDLESS OF WHETHER NAVIGINE, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, PROVIDERS, AGENTS, PARENT COMPANIES, SISTER COMPANIES, SUBSIDIARIES, OR OTHER AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF NAVIGINE, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, PROVIDERS, AGENTS, PARENT COMPANIES, SISTER COMPANIES, SUBSIDIARIES, AND OTHER AFFILIATES FOR ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, UNDER ANY THEORY OF LIABILITY, EXCEED $100. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

15. Term and Termination

These Terms will commence when you first create an account with Navigine through its website, or download the Navigine Platform, and will continue until terminated (the “Term”). You may terminate these Terms, with or without cause, at any time by sending written (via email) notice to Navigine at support@navigine.com or by submitting your termination notice through the Customer Account; provided that such termination will become effective upon the earlier of 30 business days after Navigine’s receipt of such notice or the date upon which, after receiving such notice Navigine suspends your ability to access or use the Indoor Positioning Service or terminates the Customer Account. Navigine may terminate these Terms or any Customer Account, with or without cause, in Navigine’s sole discretion, at any time. Your rights under these Terms will terminate immediately and automatically without notice from Navigine if you fail to comply with any of the terms and conditions of these Terms. Upon termination of these Terms, (a) any rights and licenses granted to you in these Terms will automatically terminate, and you must immediately cease all use of any of the Indoor Positioning Service, as well as the Navigine Platform, and destroy or erase all copies, full or partial, of any Navigine Platform in your possession or control. Sections 11, 12, 14, and 16, shall survive termination of these Terms.

16. Miscellaneous

16.1. U.S. Government End-Users

This section 16.1. only applies to the U.S. Government or if you are or are acting on behalf of an agency or instrumentality of the U.S. Government. The Navigine Platform is “commercial computer software” developed exclusively at private expense. Pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, use, reproduction and disclosure of the Navigine Platform is governed by the terms of these Terms.

16.2. Amendments to the Terms

Navigine may amend and modify these Terms from time to time. Material changes will take effect upon notification to you, which may occur via email or by posting on Navigine’s website at navigine.com. Other changes will take effect immediately. You agree to be bound by any of the changes made in the Terms, including changes to any and all documents and policies incorporated thereto. Continuing to use the Indoor Positioning Service will indicate your acceptance of the amended Terms. If you do not agree with the amended Terms, then you must avoid any further use of the Indoor Positioning Service.

16.3. Headings

The headings in these Terms are for convenience of reference only and shall not in any way limit or affect the meaning or interpretation of the provisions of these Terms.

16.4. Assignment

Customer may not assign or transfer its rights or obligations under these Terms without the prior written consent of Navigine. Navigine may assign any its rights or obligations under these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or change of control or ownership.

16.5. No Waiver

No failure to exercise or delay in exercising any right, power or privilege vested in any Party under these Terms shall operate as a waiver of that party’s right to do so.

16.6. Severability

In the event that any provision of these Terms is found to be unenforceable or illegal the remaining provisions shall continue to be in full force and effect and the unenforceable provisions shall be deemed to be amended to such extent as is necessary to make them binding and enforceable on the parties.

16.7. Entire Agreement

These Terms constitute the entire agreement among the Parties with respect to the subject matter hereof and shall supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof. These Terms are not intended to confer upon any person other than the Parties hereto any rights or remedies hereunder.

16.8. Notices

All notices, demands or other communications to or upon the Parties hereto, shall be deemed to have been duly given or made when delivered by mail, e-mail or facsimile letter to the contact person of the other party.

16.9. Force Majeure

A “Force Majeure Event” means an event beyond the control of a Party, which by its nature could not have been foreseen by such Party, or, if it could have been foreseen, was unavoidable and includes, without limitation, acts of God, storms, floods, riots, fires, cloud service provider performance failures and/or power outages, power outages, sabotage, civil commotion or civil unrest, interference by civil or military authorities, and acts of war (declared or undeclared). Continued performance of the Indoor Positioning Service may be suspended immediately to the extent caused by Force Majeure. The Party claiming suspension of its performance due to Force Majeure will give prompt notice to the other of the occurrence of the event giving rise to the suspension and of its nature and anticipated duration. The Parties shall cooperate with each other to find alternative means and methods for the provision of the suspended Indoor Positioning Service. Without limiting the generality of the foregoing, neither Party shall be under any liability for failure to fulfill any obligation under this Agreement, so long as and to the extent to which the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure.

16.10. Reference Right

Navigine may advertise or publicly announce and otherwise publicly indicate that Navigine provides or has provided the Indoor Positioning Service to Customer.

16.11. Subcontracting

Customer acknowledges and agrees that Navigine may use subcontractors in the performance of its obligations hereunder.

16.12. Governing Law and Resolution of Disputes

These Terms shall be governed by and construed in accordance with the laws of State of Delaware, without regard to conflicts of laws rules and principles thereof. Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be settled by arbitration administered by JAMS in accordance with the Arbitration Rules and Procedures of JAMS, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

The seat of arbitration shall be Wilmington, Delaware. The language to be used in the arbitral proceedings shall be English.

Nothing contained in these Terms shall deny either Party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm and such an action may be filed and maintained notwithstanding any ongoing arbitration proceeding.

BOTH PARTIES KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT THE PARTIES MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT.

Navigine Developer Privacy Policy

1. General

Navigine Corporation, including its group companies and affiliates (together “Navigine”, “we”, “us”), is committed to protecting and respecting your privacy. We offer a variety of products and services for application developers (referred to herein as “you” or “Developer”), and for persons who otherwise choose to use our websites or otherwise interact with us. This Developer Privacy Policy applies to persons that access or use our products and services in order to develop and/or distribute an application which integrates our products and services.

The Developer Privacy Policy explains our practices regarding the collection, use and disclosure of personal data (defined below) that we receive from Developers in connection with our different products and services, such as our positioning service and our software development kit (“SDK”) that you may access or use (collectively the “Services”). If you are a Developer, we may collect and process certain personal data about you for example if you sign up for a Navigine account (the “Account”) which gives you access to our Developer tools. We may also collect certain personal data about you in connection with your use of navigine.com website and its subdomains, or in connection with any email, text and other communications you may send to us. In this Developer Privacy Policy, the term “personal data” means information that relates to an identified or identifiable natural person.

Please also note that, unless we define a term in this Privacy Policy, all capitalized words used in this Privacy Policy have the same meanings as in the Navigine Terms of Service, accessible at https://navigine.com/terms/.

We wish to remind you that this Developer Privacy Policy applies to the information we collect from our Developers. Developers may use the Services and the Navigine Platform as an element of their own applications. If you are using an application which integrates the Navigine Platform, please refer to our End User Privacy Policy which can be found here. If you are an end user of such an application, please also note that the privacy policy of the Developer that distributes the application governs the processing of personal data about you and we are not responsible for the privacy practices of any such third parties. We encourage you to carefully review the privacy policies of any third party applications and other services you may access.

PLEASE READ THIS PRIVACY POLICY CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS DEVELOPER PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

2. Personal Data We Collect

Navigine may collect personal data about you in the following ways:

2.1. Personal Data You Provide to Us Directly

We collect information you provide directly to us. In particular, we may collect the following information that may, in certain circumstances, alone or in combination with other information, constitute personal data:

Account Information: You will need the Account in order to access or use the Services, in particular in order to access and use our Developer tools. When you create the Account, we’ll collect certain personal data that can be used to identify you, such as

  • username;
  • email address;
  • company name; and
  • password.

Moreover, to manage access to our Services, we may record which service terms or other agreements you accept in connection with the Account.

  • Communications: If you contact us, we may collect your contact details and other personal data you have provided to us. Moreover, a record of the correspondence may be kept.
  • Payment information: If you make a purchase in the Services, we may collect information related to the transaction. Any payments will be made through third parties, and the payment information provided by you is subject to the privacy practices of such third parties.
  • We may also collect and process any other information you choose to provide to us or in the Services.

2.2. Data Collected Automatically

In connection with the Services, we may automatically collect the following information from you that in certain circumstances may constitute personal data:

  • Information Collected Using Cookies: We collect certain information through the use of “cookies,” which are small text files that are saved by your browser when you access our Services. We may use both session cookies and persistent cookies to identify that you’ve logged in to the Services and to tell us how and when you interact with our Services. Unlike persistent cookies, session cookies are deleted when you log off from the Services and close your browser. Although most browsers automatically accept cookies, you can change your browser options to stop automatically accepting cookies or to prompt you before accepting cookies. Please note, however, that if you don’t accept cookies, you may not be able to access all portions or features of the Services. Some third-party services provider that we may engage (including third-party advertisers) may also place their own cookies on your browser. Note that this Privacy Policy covers only our use of cookies and does not include use of cookies by such third parties.
  • Other Information Related to Use of the Services: Our servers automatically record certain information about how you use our Services. This data may include, without any limitation, information such as a mobile device advertising ID, device configuration, IP address, browser type, and operating system, the third-party application or web page through which you access or navigate to our Services, the pages or features of our Services accessed by you and the time spent on those pages or features, search terms, the links on our Services that you click on and other statistics. Depending on how and for what purpose you access our Services, we may collect other distinct and certain information regarding how you use our Services. For example, we may collect information relating to the resulting applications or maps, such as API requests, service responses, application usage statistics, mapping-related content (e.g. floor plans, building maps, and points of interest), a description of the application and required user rights.

3. The Purposes for Which We Use The Personal Data

3.1. We use the personal data you provide to us directly for the following purposes:

  • To set up and maintain your registration;
  • To operate and manage the Services;
  • To provide features available in the Services;
  • To develop, improve, and protect the Services;
  • To communicate with you;
  • To prevent and investigate fraud and other misuses;
  • To protect our rights and/or our property;
  • For market research;
  • For electronic direct marketing, in compliance with applicable laws;
  • To audit and analyze the Services; and
  • To ensure the technical functionality and security of the Services.

3.2. We use the data collected automatically for the following purposes:

  • To improve customer service;
  • To personalize user experience;
  • To manage the Services;
  • To provide features available in the Services;
  • To develop, improve, monitor, and protect the Services;
  • For market research;
  • To audit and analyze the Services, including analyzing trends related to the use of the Services; and
  • To ensure the technical functionality and security of the Services.

4. What Information Do We Share With Third Parties?

We do not sell, lease, rent or otherwise disclose the personal data collected from the Website to our users to third parties unless otherwise stated below.

4.1. Personal Data You Provide to Us Directly

We may disclose personal data you provide to us with the following categories of third parties:

  • Service providers, such as data storage service providers, which enable us to provide the Services;
  • Our advertising partners, in accordance with applicable law;
  • Public authorities, such as law enforcement, if we are legally required to do so or if we need to protect our rights or the rights of third parties; and
  • Our subsidiaries and affiliates; or a subsequent owner, co-owner or operator of the Services and their advisors in connection with a corporate merger, consolidation, restructuring, the sale of substantially all of our stock and/or assets, or in connection with bankruptcy proceedings, or other corporate reorganization, in accordance with this Privacy Policy.

4.2. Data collected automatically

The data collected automatically in or through the Services may be disclosed to the following categories of third parties:

  • To service providers, such as data analysis companies;
  • To public authorities, such as law enforcement, if we are legally required to do so or if we need to protect our rights or the rights of third parties; and
  • Our subsidiaries and affiliates; or a subsequent owner, co-owner or operator of the Services and their advisors in connection with a corporate merger, consolidation, restructuring, the sale of substantially all of our stock and/or assets, or in connection with bankruptcy proceedings, or other corporate reorganization, in accordance with this Privacy Policy.

Moreover, we may disclose information to third parties in an aggregate format that does not constitute personal data and does not allow the identification of individual users.

5. The Security of Your Information

We take reasonable measures to protect the information that we collect from or about you (including personal data about you) from unauthorized access, use or disclosure. Please be aware, however, that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information. Further, while we attempt to ensure the integrity and security of personal data, we cannot guarantee that our security measures will prevent third-parties such as so-called hackers from illegally obtaining access to personal data. We do not warrant or represent that personal data about you will be protected against, loss, misuse, or alteration by third parties.

6. Your Rights

You have the following rights with respect to the personal data we hold about you:

  • The right to know what data we hold about you: If you would like to know what personal data we hold about you, please contact us by using the contact information provided below at the end of this Developer Privacy Policy. We seek to swiftly respond to your inquiry.
  • The right to have incomplete, incorrect, outdated, or unnecessary personal data corrected, deleted, or updated. If you wish to make use of your rights stated above, or if you have additional questions regarding the correction, deletion, or updating of the personal data we hold about you, please contact us by using the contact information provided below at the end of this Developer Privacy Policy.
  • The right to opt out of receiving electronic direct marketing communications from us: We may use your contact information to market to you, and provide you with information about, our products and services. If you decide at any time that you no longer wish to receive such information or communications from us, please follow the unsubscribe instructions provided in any of the communications. All electronic direct marketing communications that you may receive from us, such as e-mail messages and SMS-messages, give you an option of not receiving such communications from us in the future. If you have any additional questions about electronic direct marketing received from us, please contact us by using the contact information provided below at the end of this Developer Privacy Policy.

If you have signed up for the Account, you can also access and modify the personal data associated with the Account by accessing your user profile at the navigine.com website. If you want us to delete personal data about you and the Account, please contact us at support@navigine.com with your request. We’ll take steps to delete personal data about you as soon as is practicable, but some information may remain in archived/backup copies for our records or as otherwise required by law.

7. International Transfers of Personal Data

Personal data about you may be transferred to, and processed or maintained on, computers and servers located outside of the state, province, country or other governmental jurisdiction where you reside and/or where personal data about you was collected. The privacy laws in such areas may not be as protective as those in your jurisdiction. Your consent to this Developer Privacy Policy followed by your submission of any personal data represents your agreement to that transfer. In particular, if you are located within the European Union / European Economic Area, please note that personal data collected by us may be transferred outside the European Union / European Economic Area. You consent to personal data about you being transferred outside your own country and, where applicable, outside the European Union / European Economic Area.

8. Our Policy Toward Children

Our Services are not directed to children under 13 and we do not knowingly collect personal data from children under 13. If we learn that we have collected personal data of a child under 13 we will take steps to delete such information from our files as soon as possible.

9. Changes to Privacy Policy

We may modify and revise this Developer Privacy Policy from time to time. If we make any material changes to this Developer Privacy Policy, we’ll notify you of such changes by posting them on the Services (for example, on our website) or by sending you an email or other notification, and we’ll indicate when such changes will become effective. You are also advised to consult this Developer Privacy Policy regularly for any changes.

10. Contacting Us

Please contact us at support@navigine.com if you have any questions about our Privacy Policy.

Navigine End-User Privacy Policy

1. General

Navigine Corporation (“Navigine”, “we,” “us” or “our“) provides services through our website, mobile services, and software such as our software development kit (“SDK”) (collectively, our “Services“). Developers may use our Services as a part of their own applications thanks to the SDK we provide. Our Services enable developers to use our positioning technology and to process your location data. You are probably reading this because an application you downloaded or are otherwise using integrates our Services and directed you to read this End-User Privacy Policy. If you are a Developer, the applicable privacy policy can be found here.

In this End-User Privacy Policy, we use the term “Developer” to mean a third party that develops and/or distributes an application which integrates our Services. We use the term “Application” to mean an application developed and/or distributed by a Developer. Please note that the privacy policy of the Developer that distributes an Application governs the processing of your personal data. This Navigine Privacy Policy only applies to the limited information that our Services, in particular our SDK, collect in connection with the Applications. It does not apply to the practices of third parties that we do not own or control, including those of the Developers of the Application you are using. We encourage you to carefully review the privacy policies any third party services you access.

By using the Application you are agreeing to this Privacy Policy. If you do not agree, then do not use the Application.

2. Information We Collect

When you use an Application, our SDK collects certain limited information regarding your device so that our Services can determine the location of your device on behalf of the Application. This information includes the following:

  • Sensor data from your mobile device, including for example data from the accelerometer, magnetometer, gyro sensor, barometer, proximity sensor and brightness sensor of your device.
  • Radio scanning results from the various device radios, if available, such as WiFi BSSID/SSID, Bluetooth / BLE information, cellular radio base station CID/LCID.
  • Other device data, including the device manufacturer, model and operating system information and the IP address associated with the device.
  • Our SDK generates a unique, device-specific identifier (“Navigine UUID”) for each end-user device in order to facilitate session management. The Navigine UUID is generated by Navigine for a specific Application that utilizes the SDK– it is not the same as the device’s IMEI code, WiFi MAC address, Bluetooth address or other hardware-originated persistent identifier. The Navigine UUID is generated and reset at every Application re-install.
  • The SDK also recognizes the Developer of the Application with a Developer-specific API authentication key, an Application name/version and Navigine SDK version used.
  • To measure and optimize the SDK performance, at times the SDK sends runtime metrics of itself to us.
  • Information collected through the use of “cookies,” which are small text files that are saved by your browser when you access our Services. We may use both session cookies and persistent cookies to identify that you’ve logged in to the Services and to tell us how and when you interact with our Services. Unlike persistent cookies, session cookies are deleted when you log off from the Services and close your browser. Although most browsers automatically accept cookies, you can change your browser options to stop automatically accepting cookies or to prompt you before accepting cookies. Please note, however, that if you don’t accept cookies, you may not be able to access all portions or features of the Services. Some third-party services provider that we may engage (including third-party advertisers) may also place their own cookies on your browser. Note that this End-User Privacy Policy covers only our use of cookies and does not include use of cookies by such third parties.

3. The Purposes For Which We Use The Information

We use the information collected by our Services for the following purposes:

  • To provide our Services to Developers;
  • To operate and manage the Services;
  • To provide features available in the Services;
  • To develop, improve, and protect the Services;
  • To prevent and investigate fraud and other misuses;
  • To protect our rights and/or our property;
  • To audit and analyze the Services; and
  • To ensure the technical functionality and security of the Services.

4. How The Information Collected Is Shared

We may share the information that we collect with the following third parties:

  • The information collected about you is available to the Developer of the Application you use.
  • We may engage third party service providers to work with us to administer and provide the Services, and these service providers may have access to the information collected.
  • We may share information that we collect with our subsidiaries and affiliates and other entities in our group of companies, or a subsequent owner, co-owner or operator of the Services and their advisors in connection with a corporate merger, consolidation, restructuring, or the sale of substantially all of our stock and/or assets, or in connection with bankruptcy proceedings, or other corporate reorganization.
  • We may share information with our business partners, such as advertising partners, in compliance with applicable laws.
  • We may share information with public authorities, such as law enforcement, if we are legally required to so or if we need to protect our rights or the rights of third parties.
  • We may also share information to other third parties as required or permitted by law.
  • We may share aggregated information and non-identifying information with third parties for industry analysis, demographic profiling and other similar purposes.

5. The Security Of Your Information

We take reasonable measures to protect the information that we collect from unauthorized access, use or disclosure. Please be aware, however, that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information. Further, while we attempt to ensure the integrity and security of the information we collect, we cannot guarantee that our security measures will prevent third-parties such as so-called hackers from illegally obtaining access thereto. We do not warrant or represent that data we collect or process will be protected against, loss, misuse, or alteration by third parties.

6. Your Rights

As described above in Section 2, Navigine collects only limited information about you and/or your device and such information cannot generally be identifiable to a natural person. However, to the extent we may have any personal data about you, you have the right to know what personal data we hold about you and the right to have any personal data that is incomplete, incorrect, outdated, or unnecessary corrected, deleted, or updated. If you wish to make use of your rights stated above, or if you have additional questions regarding our privacy practices, please contact us by using the contact information provided below at the end of this End-User Privacy Policy.

7. International Transfer

The information our Services collect may be transferred to, and processed or maintained on, computers and servers located outside of the state, province, country or other governmental jurisdiction where you reside and/or where the information data was collected. The privacy laws in such areas may not be as protective as those in your jurisdiction. Your consent to this End-User Privacy Policy represents your agreement to that transfer. In particular, if you are located within the European Union, please note that information collected by us may be transferred outside the European Union / European Economic Area and you consent to such transfer.

8. Our Policy Toward Children

Our Services are not directed to children under 13 and we do not knowingly collect personal data from children under 13. If we learn that we have collected personal data of a child under 13 we will take steps to delete such information from our files as soon as possible.

9. Changes To Privacy Policy

We may modify and revise this Privacy Policy from time to time. If we make any material changes to this Privacy Policy, we’ll notify you of such changes by posting them on the Services (for example, on our website) and we’ll indicate when such changes will become effective. You are also advised to consult this End-User Privacy Policy regularly for any changes.

10. Contacting Us

Please contact us at support@navigine.com if you have any questions about