Terms and conditions of TRIMAPS.COM
Welcome to www.trimaps.com (the "Website") and thank you for using our products and services.
1. Application of terms and conditions
By using or consulting the Website, a Trimaps’ application, or subscribing to our Services, you agree to become bound by the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on this Website by Trimaps, and to enter into a binding agreement with Trimaps SPRL (the "Agreement"). Please read this Agreement carefully. If you do not agree to all the terms and conditions of this Agreement, then you may not use or consult the Website, Trimaps’ applications nor subscribe to any Services.
By accepting these Terms and Conditions, you agree that in no event any of your standard terms and conditions of purchase will apply.
The Services from Trimaps which are free of charge are also subject to these general terms & conditions.
You will be designed hereinafter as "you".
2. Identification of TRIMAPS
The Website is owned and operated by Trimaps SPRL, with registered office at, La Place, 10, 1325 Chaumont-Gistoux (Belgium) with company number 0643.875.805 (RPM Nivelles) and VAT number BE0643.875.805 (“Trimaps”, “We”, “Us”, “Our”). You can also contact TRIMAPS at the following email address: firstname.lastname@example.org.
3. Our Services
Trimaps is a platform dedicated for web and mobile application developers, designers drawing maps or anyone who is keen to geolocate on an image or a map.
We offer three different services (the “Services”):
Trimaps SDK (Licenced libraries)
Trimaps facilitates the inclusion of "custom" maps in applications and allows to easily geolocate on these maps ; to that end, for a specific map/image and in function of the target platform, Trimaps delivers a library (the "Licensed Library") which takes in input a set of coordinates (latitude, longitude) and returns in output the matching coordinates on the map/image.
You can acquire a license per application of that library, for a specific map/image.
In some cases and on demand, Trimaps may also provide a licence for a map browser, which simplifies the task of the developer in terms of zoom, navigation, etc…
Upon payment for the service, you will be allowed to use the Licensed Library and/or the map browser on your map in your application (the "Authorized Application").
The licences states for which platforms and versions the libraries and/or the other components are for ; if updates are necessary due to platform evolutions, new licences may be required.
The term "Licensed Application" refers to the Licensed Libraries as well as any other components and software licensed to you by Trimaps as part of its Services.
Trimaps Easy (Hosting of a map)
Trimaps allows to publish maps/images (which have been subject to geolocation through Trimaps' website) on its website and/or on its mobile applications and thereafter, to share these maps.
You may opt for the hosting of your map.
Upon payment for that service, such service is offered for a limited period of time and/or for a limited number of accesses to the map, as provided in the purchase order (the "Hosting Service").
Initial Mapping (Free of charge tool and Initial Mapping Services)
In order to provide the Licensed Application and the Hosting Service, the relation between several points of the image (which is subject to geolocation) and geographical coordinates must be defined (the "Initial Mapping").
It is important to note that the quality of the work of Initial Mapping is of prime importance for the good functioning (and precision) of the Services which will be delivered by Trimaps.
Trimaps offers the access to a web-based tool allowing to define the Initial Mapping (the "Initial Mapping Tool"). You have the possibility to test the outputs of the library using that Initial Mapping Tool. This Service is free of charge. Trimaps reserves the right, in its absolute discretion, to determine your eligibility for this Initial Mapping Tool and to withdraw or to modify the Initial Mapping Tool at any time without prior notice and with no liability.
The work of initial mapping is in principle realized by you through the Initial Mapping Tool but in certain cases it can be done by Trimaps or Trimaps' representatives, upon payment (if you cannot realize the initial mapping and/or if you request Trimaps to do so – the "Initial Mapping Services").
4. Subscription form and purchase order
Before using the Services (even the services which are free of charge), you have to fulfill a Subscription Form to our Services with your identification data.
When you wish to place an order, the Website will guide you through the ordering process. During the ordering process, you can modify your order or correct your data at any time by simply going back to the previous steps.
Before finally confirming the order, a summary of all the details of the order will be displayed. Please check these details and make corrections if necessary.
Any offer issued by Trimaps or its representatives in any form whatsoever is issued without commitment. Trimaps is only bound when the order is confirmed to you. The terms and conditions of the orders confirmed by Trimaps concern only the assignments which are expressly referred to herein. They do not bind Trimaps for additional assignments.
RIGHT OF WITHDRAWAL : If you are a consumer, you acknowledge and expressly accept that as soon as Trimaps begins the execution of the Services you purchased, you will lose your legal right to withdrawal.
5. Trimaps' obligations with regards to the Services
Trimaps provides the Services and content included therein for use on an "as is" and "as available" basis, they cannot be customized to fulfill the needs of each and every user.
Trimaps shall perform the Services with reasonable care and skill and in accordance with best industry practice and standards.
The assignments of Trimaps are, as a general rule, only "means obligations" (obligation de moyens-middelenverbintenis in the meaning of Belgian law), with the exclusion of any result's obligation. The Agreement can in no event be considered as being a "service level agreement".
If applicable, information about the delivery date is nonbinding and only gives an approximate indication. You shall not be entitled to compensation or contract cancellation due to a delay in delivery, unless the delay was caused by Trimaps or a partner company, and can be attributed to intent or gross negligence. If the delay in delivery exceeds four (4) weeks, you shall be entitled to withdraw from the contract by sending a written notice to Trimaps.
You acknowledge that given the nature of the Internet and fluctuation of the bandwidth, the Services provided by Trimaps may be subject to variation. In addition certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Trimaps reserves the right, at any time, to modify or discontinue, temporarily or permanently, functions and features of the Trimaps Services, with or without notice, all without liability to you for any interruption, modification, or discontinuation of the Trimaps Services or any function or feature thereof.
6. Payment modalities
By subscribing to a Service, you agree to pay Trimaps the fees indicated for that Service, if applicable. The prices displayed on the Website do not include the taxes.
Before you confirm your order, the price for the Services that you order will be indicated in the summary of the order, including the taxes.
6.1 Electronic payments
Before subscribing to the fee-based Services of Trimaps, you will have to pay the Services DIRECTLY on the web site (in a fully secure environment), electronically using a card or payment method accepted by Trimaps. Please follow the procedure on the Website.
6.2 Payment by invoice
Subject to particular terms agreed with you for certain orders, you may have to pay by bank transfer following receipt of the invoice (an additional charge may be billed for this option).
Trimaps may require a prepayment in certain circumstances. In that case, the Services will not be delivered to you until such time as Trimaps has received payment.
6.3 Payment arrears and refusal to pay
Without prejudice to any other right or remedy that Trimaps may have if you fail to pay Trimaps on the due date, Trimaps may
a) suspend its Services without notice and resume them once settlement has been received;
b) automatically, ipso iure and without warning charge interest on such sum from the due date for payment at the rate of 12% a year, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment;
c) declare that all sums due by you under any contract with Trimaps are immediately payable ;
d) automatically, ipso iure and without warning charge a penalty of 15% of the sum due in name of collection penalty, with a minimum of EUR 125;
e) refuse to enter in any further contract with you for the provision of any further Services by Trimaps.
Any change in the your situation such as the sale or transfer of all or part of its net assets, death, incapacity, payment difficulties or cessation of payments, liquidation of assets, judicial settlement, a stay of action following bankruptcy, a creditors’ arrangement, insolvency or similar proceedings, winding-up or change of legal form, even following partial execution of the contracts or services, shall give rise to the same measures as the cases of non-payment set forth in the foregoing.
Trimaps may, without prejudice to any another rights it may have, set off any liability of you to Trimaps, in respect of any contract between Trimaps and you, against any liability of Trimaps to you.
Except otherwise provided, you may not dispute any fees and/or Services unless you notify such dispute to Trimaps by registered mail sent to Trimaps within 30 days from the delivery of the Services.
7. Your liabilities
7.1 General representations and warranties
You warrant that
a) you have the power and authority to enter into and perform your obligations under the Agreement;
b) you have received all relevant information from Trimaps before subscribing to the Services and that you have satisfied yourself that the Services shall be suitable for your particular needs;
c) your activities are legal;
d) your use of the Services will not infringe any third party intellectual property or other rights;
e) you will not use the Website for the posting or transmission of any material of any kind which can be considered as: unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, in breach of our and/or any third party’s rights, and/or racially, ethnically or otherwise objectionable;
f) you will not upload or attempt to upload to the Website or otherwise transmit to us files that contain viruses, "Trojan Horses", worms, cancelbots, corrupted files, other such similarly destructive features, or otherwise in any way damage, disable or impair the operation of the Website or our business or seek to do so; or
g) you will not gain or attempt to gain unauthorized access, by any means, including by hacking, spoofing or seeking to circumvent or defeat any firewalls or other technological or other protections or security measures, to the Website, networks connected to the Website or any content.
We will shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone suspected of an offence in relation to use of the Website.
In particular, if you use a Trimaps Service in your application, you warrant expressly the legality of your activities. You represent:
- that you hold all the rights allowing you to use the map;
- that you are allowed to map the areas covered by the maps that Trimaps is handling;
- that the use you make of the maps linked to Trimaps is legal.
7.2 Initial Mapping
Once the Initial Mapping is done (either by you through the Initial Mapping Tool or provided by Trimaps if you ordered the Initial Mapping Services), you will have to control the result of this Initial Mapping before using it, publishing it or making it available to your clients or any other persons able to access the map. As soon as the map is used, published or shared the Initial Mapping is considered as accepted by you and any and all liabilities resulting from that Initial Mapping and its accuracy are transferred to you.
7.3 Use of Trimaps on your map
If your map is hosted on Trimaps' Website, if you use a Licensed Application and/or if you add the geolocation functionalities on your map using the Services available on the Website:
you are responsible for all activities that occur under the use of your map and any other actions taken in connection with the use of the map;
you must not describe or assign keywords in/to your map in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others;
you are entirely responsible for the content of the map and possible additional layers superposed to it, and any harm resulting from, that content, towards third parties and towards end users of the maps. That is the case regardless of whether the content in question constitutes text, graphics, an audio file, or computer software. The downloading, copying and use of your map will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
you have fully complied with any third-party licenses relating to the content of the maps, and have done all things necessary to successfully pass through to end users any required terms;
If your map is hosted on Trimaps' Website or deployed in a Trimaps’ application, Trimaps does not intend to actively monitor the content of your map, but it reserves the right to
(i) change or remove any content that it considers inappropriate or unlawful, or otherwise likely to cause liability, or
(ii) to terminate or deny access to and use of the Service and your map to any individual or entity for any of the above reasons;
you must immediately notify Trimaps of any unauthorized uses of your maps, your account or any other breaches of security. Trimaps will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions;
only you are liable for the use made by the end-users of the hosting services and the number of accesses to the map. Trimaps is not liable in case the limited number of accesses to the map is exceeded due to a sudden increase of accesses by the end-users (amongst other "buzz effects"). In case the number of accesses to the map exceeds the number purchased, Trimaps may but is not obliged to terminate the Service and waives any liability resulting from this overflow of accesses.
You can not use the Trimaps Library to provide informations to your end-users that are voluntary misleading (i.e.: to say to end-users that they are somewhere if you know that they are not).
7.4 End users information
When you use a Trimaps Application in your app, you must notify your own clients / end users of the terms and conditions of Trimaps which may be applied to them, amongst other :
- you must inform the end users on their rights and obligations;
- you must provide your own terms and conditions with all necessary provisions in order to protect intellectual rights of Trimaps. In particular you will forbid your users to copy, extract files of do "reverse engineering" and take any necessary measures to that end;
- you must provide in your contract, terms and conditions and any contractual documentation with the end-users that Trimaps exclude any and all liabilities towards end-users, for any reason whatsoever and that the end-users will have no claims and waive all rights and causes of action against Trimaps with respect to the Service or the Trimaps technology;
- you must inform your end users that the quality of the Trimaps’ output is directly linked to the correctness and accuracy of the input that is provided to it.
- you must inform your end users that the precision of their geolocation is highly dependent on the GPS signal which is provided to the Trimaps Library; that GPS signal may be absent, wrong or totally inaccurate;
8. Intellectual Property
8.1 Your license on the Licensed Application
Upon full payment for the Services, Trimaps grants you a non-exclusive, personal and non-transferable, limited and royalty-free license to use the Licensed Application, solely in conjunction with the map for which the Licensed Application was created and within the limitations stated in your purchase order for the Services. All other rights are reserved to Trimaps and, in particular, you agree that you are not entitled to:
- disassemble, modify, decompile or otherwise reverse engineer the Licensed Application;
- use the Licensed Application (or any part thereof, including geo-localisation data and logic) in any way other than in conjunction with the map for which the Licensed Application was ordered;
- use the Licensed Libraries (or any part thereof, including geo-localisation data) as part of any other application than an Authorized Application;
- sell, lease, license, sublicense or otherwise confer any right to a third party on the Licensed Applications, provided that if you are a developer using Trimaps for the benefit of one of your clients, you may assign your rights to such client only.
8.2 Trimaps' intellectual property rights
Trimaps is and remains the exclusive owner of intellectual property rights (including copyrights) on all content included on Website, including text, graphics, logos, buttons, images, html code, databases, and icons and on the Licensed Applications. This Agreement does not transfer from Trimaps to you any Trimap's or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Trimaps.
The name "Trimaps" and its logo are registered trademarks of Trimaps. You agree not to use the Trimaps trademarks or any other mark likely to cause confusion with such trademarks as any portion of your tradename, trademark or the name of your application.
8.3 Your intellectual property rights
You will retain the intellectual property rights to data, files and graphic logos you provide to Trimaps for inclusion on the Website, the Trimaps mobile applications or to perform the Services. You grant Trimaps a limited right to publish and use such material for the purpose of the Services. In this regard, you will indemnify Trimaps against any loss, expense, damages or awards resulting from a claim by a third party that the use by Trimaps of any data, files and graphic logos provided by you infringe the rights, including intellectual property rights, of such third parties.
9.1 Termination for breach
Trimaps may terminate the Agreement immediately and without prior notice or prior court decision if you engaged in a commission or omission that is harmful or may be harmful to the Service, its users, Trimaps or any of its agent or affiliates, Trimaps' image. In that case, Trimaps may also prevent you to access the Services. Amongst other is considered as harmful to Trimaps the fact that the map combined or the mapping that you have asked Trimaps to host is not accurate, inappropriate, or otherwise erroneous.
In the case of such termination, Trimaps will have no obligation to provide a refund of any amounts previously paid to Trimaps.
9.2 Termination for convenience
Trimaps may furthermore terminate this Agreement for convenience at any time, by serving thirty (30) days’ notice. In such case, Trimaps shall refund the pre-paid fees for the remaining part of the subscription period on a pro-rated basis, if applicable. No other indemnification may be claimed by you.
9.3 Termination for shut down of Service
Trimaps can terminate the Agreement immediately as part of a general shut down of the Services of Trimaps. In the case of such termination, Trimaps shall refund the pre-paid fees for the remaining part of the Services or of the subscription period on a pro-rated basis, if applicable. No other indemnification may be claimed by you.
9.4 General consequences of termination
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
10. Liability of Trimaps
Trimaps and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Trimaps nor its suppliers and licensors, makes any warranty that the Services, the Website and the Trimaps' library will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through the Website at your own discretion and risk.
Trimaps may in no case be held liable for the origin of the maps or of the data provided by you and necessary for the Service, for the use made of your map or application and/of any consequence thereof.
The Services are not designed, manufactured or intended for use in environments or applications that may lead to death, personal injury or physical property/environmental damage.
You should not use Trimaps for maps in places which appear to be hazardous, unsafe, or illegal or where geolocation would be critical for the security of the persons, environment or third parties' private properties, i.e. where a wrongful geolocation could lead to the fact that the end user thinks he is on a place where he is not and to lead to danger or damages. Any such use shall be at your own risk and cost.
Additionally Trimaps disclaims any warranty for the accuracy of the maps, road conditions, driving directions or navigation routes in the maps provided or hosted, which are subject of the Service.
10.2 Liability cap
In no event will Trimaps, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement, whether on a contractual or extra-contractual basis for: (i) any indirect damages, including (but not limited to) loss of profit, loss of clients, loss of anticipated savings, loss of business, loss of contracts; (ii) the cost of procurement for substitute services; (iii) for interruption of use or loss or corruption of data.
Trimaps' total liability for direct damage in contract, tort (including negligence), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall be limited to the price paid for that part of the Services to which the liability relates.
The foregoing shall not apply to the extent prohibited by applicable law.
10.3 Exclusion of liability with respect to the Initial Mapping
For the needs of the Service Trimaps must know the match of a certain number of points on the map with GPS coordinates. Even if this match (the “Initial Mapping”) is provided to you, Trimaps may in no case be liable for the Initial Mapping : you have to check it as provided in section 7.2.
Trimaps may in no case be held liable in case of an inappropriate choice of points for the Initial Mapping as well as their number. Trimaps may in no case be held liable for imprecision of the two sets of coordinates provided to it for the Initial Mapping, because of a wrongful precision of the maps or because of a weak or wrong GPS signal or of a lack of GPS signal (if you obtained the mapping via GPS) or because of any other reason.
As soon as your map is published, shared or made available in whatsoever manner to your client, the end-users or the public, Trimaps waives any liability for discrepancies or any consequences of the Initial Mapping on the result provided by Trimaps' library.
10.4 Exclusion of liability with respect to the distortion of the map
Trimaps carry on the distortion of the map "in a certain measure", on the basis of a mathematical model, which is one of the added values of the Service. However this can lead to certain material distortions or problems of "arbitrage".
For example, in practice, problems of arbitrage may occur where the ground represented by the map has suffered illogical distortions (for example two areas are crossing each other while in reality they are separated). The solution to the problem is in general to correct the map or to reduce the number of points for the initial mapping in the concerned area. Trimaps may in no event be held liable for the consequence of illogical distortions on the image.
Trimaps may in no case be held liable for any consequence whatsoever of a possible dysfunction or lack of detailing of the localization provided by its Service.
10.5 No liability towards third parties and end users
Trimaps is not liable towards third parties in particular the users of the maps made available through the Trimaps' applications, the Website, your application or through your site for any direct or indirect consequences resulting from the use of the maps and its Services.
The end-users will have no claims and waive all rights and causes of action against Trimaps with respect to the Service or the Trimaps technology.
You will defend, indemnify and hold harmless Trimaps from and against any loss, claim, damage or liabilities (or actions in respect thereof that may be asserted by any third party) that may result from any third party claim arising out or relating to the Services or the Trimaps technology and will reimburse Trimaps for all expenses (including counsel fees) as incurred by Trimaps in connection with any such action or claim.
10.6 Force Majeure cases
Trimaps shall have no liability to you under the Agreement if it is prevented from or delayed in, performing its obligation under the Agreement or from carrying on its business by acts, events, omissions or incidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, act of God, failure of a utility service or transport network, problems with the bandwidth, interruption or failure of GPS services, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant, machinery, technical materials hardware or software, emergency maintenance, fire, flood, storm, failure of power supply, or default by a supplier of Trimaps or by a sub-contractor ("Force Majeure Event").
In case a Force Majeure Event occurs, Trimaps may suspend its obligations and if the Force Majeure Event prevails for a continuous period of more than 30 days, any party may terminate the Agreement by giving written notice to the other party. Such termination shall be without prejudice to the rights of the parties in respect of any breach of the Agreement prior to such termination.
10.7 Omission, fault of negligence by you
Trimaps shall have no liability to you under the Agreement if Trimaps' obligations under the Agreement are prevented or delayed by any act, omission, fault or negligence by you or your agents, sub-contractors or employees.
11. Data protection of your clients and end users
You represent and warrant that your use of the Website or the Services will be, as far as the personal data of your clients or end-users are concerned, in strict accordance with the applicable data protection law (including without limitation any applicable local laws or regulations regarding online conduct and acceptable content).
You are the sole responsible, as the case may be, for the handling of the personal data of your end-users within the meaning of the Belgian Law of 8 December 1992 on the protection of personal data.
12. Indemnification by you
You agree to indemnify and hold harmless Trimaps, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims, liabilities, damages, costs and expenses, (including attorneys’ fees, any direct or indirect losses, loss of profit, loss of reputation, penalties,…) arising out of in connection with your use of the Website or the Services, including but not limited to your breach of this Agreement, any negligence or failure in your obligations towards Trimaps.
13. Your online privacy
You acknowledge that Trimaps may collect and store non-personally identifiable information about your visit whenever you interact with the Website. For example, Trimaps may automatically collect your domain name; IP address; means of entry to the site; the type of browser and operating system used to access the site; the date, time and duration of each visit, location of your visit and the pages you visit.
When you register for certain Services, Trimaps will ask you to provide personal information and your permission to use this personal information to inform you of other products or services offered or to be offered by Trimaps and its affiliates, and to send you relevant survey invitations related to Trimaps products and services. We do not sell, rent, or lease your personal information to third parties.
You have the ability to access, correct or change your personal information in our records, such as your address, contact and other personal information. Generally, you may change this information at any time and as often as necessary. If you need assistance or have any questions about correcting your personal information, you can contact us via e-mail at email@example.com.
Trimaps reserves the right, at its sole discretion, to modify or replace any part of this Agreement from time to time. We will notify you of any such changes, and these changes will become effective as from the renewal date of your subscription period. Trimaps may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). The use of such new features and/or services shall be subject to the terms and conditions of this Agreement.
Trimaps is authorized to refer to the Services provided to you and to mention you and your commercial documents within the framework of advertising, business' fairs, publications, seminars, etc…
This Agreement together with the subscription form constitutes the entire Agreement between Trimaps and you concerning the subject matter hereof, and, without prejudice to section 15 (Changes) it may only be modified in case both parties have expressly agreed to the change.
Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or to authorize either party to act as agent for the other, and neither party shall have the capacity to act in name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
The warranties, limitations, exclusions and other provisions provided in these terms and conditions may not be valid in some jurisdictions and apply only to the extent permitted by applicable law. You may have additional rights under law that may not be waived or disclaimed. Trimaps does not seek to limit your warranties or remedies to any extent not permitted by law.
If any provision of the Agreement is considered by any court, administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. In addition, the provision will be construed to reflect the parties’ original intent.
A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Trimaps may assign its rights under this Agreement without condition.
The provisions of the terms and conditions are additional to any rights afforded to Trimaps by any law.
17. Assignment and subcontracting
You shall not assign, transfer, charge, subcontract or deal in any other manner with all of any of its rights or obligations under the Agreement, except with the prior written consent of Trimaps.
Trimaps may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
18. Applicable law and jurisdiction
This Agreement, any access to or use of the Website or the Services will be governed by the laws of Belgium, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the courts located in Brussels, Belgium.