These are the Master Software License and Professional Services terms (the “Terms”) which apply by and between ourselves, WRLD3D Limited (company number: 07331909) with registered office at 20–22 Wenlock Road, London, N1 7GU, (“WRLD3D”) and you (“Licensee”). Each of WRLD3D and the Licensee is referred to as the “Party” and collectively as the “Parties”.
WRLD3D owns and runs the WRLD Platform, a revolutionary 3D mapping and data visualisation platform with integrated 3D interiors which, amongst other things, will enable advanced location-based services, information, data and entertainment to be offered to consumers (the “WRLD Platform”).
During the term of this Agreement, the Licensee may purchase one or more products and other services from WRLD3D pursuant to any WRLD3D documents, online registration, orders or other forms of confirmation (each an “Order”).
Licensee provides services, content and data relating to Licensee’s business that they wish to deliver through applications for the platforms detailed in Section 2 of this Agreement.
Licensee wishes to obtain from WRLD3D a non-exclusive licence to use the WRLD Platform and WRLD3D’s Software Development Kit (“SDK”) which contains development tools and WRLD3D’s application programming interfaces to the WRLD Platform (together the “Licensed Products”) and to combine Licensee’s products and services with the Licensed Products and manufacture, develop, produce, use, sell, distribute, sublicense, promote, market, and/or advertise the combined products in the form of software applications (the “Value Added Product”).
Licensee desires to sublicense the Licensed Products as incorporated into the Value Added Product to allow certain customers (“Licensee Client”) to sell, distribute, and market the Value Added Product to certain end users.
The Licensee’s use of the Licensed Products, the incorporation thereof into the Value Added Product, and the licences in respect thereof, shall be governed by the terms and condition of this Agreement.
This Agreement will commence on the earlier of (i) the date of Licensee’s first access to or use of the Licensed Products or (ii) the effective date of the first Order entered into by Licensee (the “Effective Date”) and will expire on the date set out in Clause 9 (the “Term”) unless terminated earlier under Clause 10.
This Agreement will apply to the WRLD Platform's map area as defined in Appendix A herein, together with any subsequent regions added as a result of future Orders which form part of this Agreement (the “Map”). However, WRLD3D places no territorial restriction on where the WRLD Platform’s data may be served or distributed.
Subject to payment of the appropriate fees as detailed in Clause 8, and Map Usage License Appendix A, this Agreement will apply to use of the Licensed Products solely on those platforms defined in Appendix A as amended from time to time.
INTERPRETATION OF DOCUMENTS
If there is any inconsistency between the body of this Agreement or any Order, the provisions of the body of this Agreement shall apply, except for Clause 9.2 and to the limited extent that the conflicting terms in this Agreement are expressly cited and superseded by the terms of the Order.
Pursuant to each Order, which shall each become a part of this Agreement immediately upon being entered into by Licensee, WRLD3D shall grant to Licensee and Licensee accepts a non-exclusive licence for the Term to use the Licensed Products solely for the following purposes:
test and evaluate the Licensed Products
manufacture and develop the Value Added Product to be used, sold, distributed, promoted, marketed, and/or advertised on a worldwide basis;
sublicense the Licensed Products as incorporated in the Value Added Product to a third party; and
for other purposes as may be expressly set out in each Order.
Licensee acknowledges and agrees that the rights and licences granted in Clause 4.1 above shall not include the right to sell or distribute or authorize third parties to sell and distribute the Licensed Products without payment of the fees defined in Clause 8
Licensee acknowledges and accepts that WRLD3D or third parties own all legal rights, title and interest in and to the Licensed Products, including any Intellectual Property Rights that subsist in the Licensed Products. WRLD3D agrees that Licensee or third parties own all legal rights, title and interest in and to the Value Added Product (except for any incorporated rights of the Licensed Products). “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, the law of designs, databases or rights to sue under the law of unfair competition, and any and all other proprietary rights, including but not limited to: (a) copyrights, industrial property rights, trade secrets, trademarks, trade names, patents, inventions, designs, logos; and (b) any registration, application or right to apply for any of the rights referred to in this clause.
In each case subject only to the licences granted under this agreement, WRLD3D reserves all rights in and to the Licensed Products not expressly granted to Licensee in this Agreement and any and all incorporated Intellectual Property Rights in the Value Added Products, and Licensee reserves all rights in and to the Licensees products within the Value Added Products.
Licensee agrees that it may not use the Licensed Products for any purpose not expressly permitted by this Agreement. Except to the extent required by applicable third party licences and other than for the purpose of developing and manufacturing the Value Added Product solely to the extent expressly set out in an applicable Order, Licensee may not, nor authorise any third party to: copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or otherwise attempt to discover the source code of, or create derivative works of the Licensed Products or any part of the Licensed Products. Licensee shall not, nor authorize any third party to, expose, capture, retain, modify, reverse engineer, decompile, disassemble or otherwise attempt to discover any data or component underlying the Licensed Products.
Licensee agrees that it will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Licensed Products.
Licensee agrees to use the Licensed Products and the Value Added Products only for purposes that are permitted by (a) this Agreement and (b) any applicable laws, regulations or generally accepted practices or guidelines in applicable Laws.
Licensee hereby grants to WRLD3D a non-exclusive, irrevocable, perpetual, worldwide, royalty-free licence to use, store, modify, copy, distribute and publicly display the interior 3D maps created using the Licensed Products for any purpose whatsoever (including, but not limited to, commercial purposes). Licensee can modify the licence granted in this Clause 4.8 by choosing not to grant WRLD3D the rights to publicly display the interior 3D maps it creates by selecting the public use opt-out in the Order.
PRIVACY AND INFORMATION
In order to continually innovate and improve the SDK, WRLD3D may collect certain usage statistics from the SDK software including but not limited to a unique identifier, associated IP address, version number of the software, and information on which tools and/or services in the SDK are being used and how they are being used.
In addition to the grant of licence to Licensee to use the Licensed Products in Clause 4, WRLD3D shall perform services pursuant to each Order (the “Services”), which shall become a part of this Agreement. Such work may include, but shall not be limited to, extending coverage of the Map, to customizing the look and feel of the Map, or providing any features required that are not a part of the core SDK.
The Services shall be performed as set for the in the Order(s) and each in a reasonable business manner.
Where necessary, WRLD3D shall support Licensee in the development of applications that use the Licensed Products. The level of support shall be described in the relevant Order.
REPRESENTATIONS AND WARRANTIES
Each party represents and warrants that it has the right, power, and authority and has obtained all necessary approvals to enter into this Agreement and to perform all of its obligations hereunder.
During the Term the Licensee represents and warrants that, where applicable in respect of any Order, each Licensee Client has been made aware of and accepts the terms and conditions of the IMA as set out in Appendix B of the Agreement and that the Licensee Client agrees to comply with them.
During the Term, and subject to the clause 7.4 below, WRLD3D represents and warrants that (i) it is the owner of the Licensed Products or has adequate rights to grant to Licensee the licence to use the Licensed Products as set forth in this Agreement, (ii) grants the licence to use the Licensed Products free of all claims, liens, encumbrances and other restrictions that would materially interfere with the use of such Licensed Products as provided in this Agreement; (iii) the Licensed Products and their use as contemplated herein will not infringe upon or conflict with the Intellectual Property Rights of any third party; and (iv) WRLD3D has no knowledge of any claim that its rights in the Licensed Products or any part thereof are invalid or unenforceable.
Disclaimer. THE LICENSEE IS USING THE LICENSED PRODUCTS “AS-IS”. WRLD3D DOES NOT REPRESENT THAT LICENSEE OR LICENSEE CLIENTS USE OF THE LICENSED PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR THAT THE LICENSED PRODUCTS WILL MEET ALL OR ANY OF LICENSEE OR LICENSEE CLIENTS REQUIREMENTS, EVEN IF THE LICENSEE OR LICENSEE CLIENTS IDENTIFIES OR DISCLOSES THOSE REQUIREMENTS TO WRLD3D, OR THAT ALL ERRORS IN THE LICENSED PRODUCTS WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE LICENSED PRODUCTS AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, OTHER TRANSMISSSION NETWORKS, AND LICENSEE OR LICENSEE CLIENTS LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE LICENSED PRODUCTS ARE SUFFICIENT FOR EITHER THE LICENSEE OR EACH LICENSEE CLIENTS PURPOSES.
Each representation and warranty herein shall survive and remain in full force and effect after the date hereof and for a period of two years hereafter.
PAYMENT, PAYMENT TERMS AND TAXES
Licensee shall pay WRLD3D for any Services performed during the Term that is undertaken in accordance with any applicable Order.
Licensee shall pay WRLD3D, during the Term, Licence Fees for use of the Licensed Products as set forth in Appendix A of this Agreement.
On the Effective Date and every month or year thereafter during the Term, depending on the payment plan selected by the Licensee, WRLD3D shall (and the Licensee hereby authorises WRLD3D to) collect payment from the Licensee’s bank account which WRLD3D has on record in accordance with this Clause 8. The Licensee shall ensure that WRLD3D has valid and updated bank account information at all times and sufficient funds in its bank account to allow payment of the Fees to be made throughout the Term.
All Fees due under this agreement shall be payable in United States Dollars (USD), are non-refundable and are exclusive of value added tax, which shall be added to the bill at the appropriate rate where applicable.
If, for any reason, WRLD3D is unable to collect payment of the Fees from the Client’s bank account within 10 days of the due date for payment, then, without limiting WRLD3D's remedies:
the Licensee shall pay interest on the overdue amount at the rate of 1% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount; and
WRLD3D shall be entitled to suspend access to all or part of the Services, without any liability to the Licensee, and shall be under no obligation to provide any or all of the Services while the Fee(s) concerned remain unpaid.
The Term of the Agreement shall be one (1) year from the Effective Date, after which this Agreement shall be renewed automatically for further periods of twelve (12) months unless and until terminated by either Party on no less than thirty (30) days written notice prior to the end of the Term or any subsequent twelve (12) month period.
Upon termination of this Agreement, any existing Orders shall continue to remain effective against both parties until their termination pursuant to the termination provisions of each Order. If there is any conflict between the termination provisions of any Order and this Clause 9, the termination provisions of that Order shall prevail in relation to that Order only.
Each Party（“Non-breaching party”) has the right to terminate this Agreement (including Orders) immediately on notice to the other Party if: (1) the other Party is in material breach of any terms of this Agreement or an Order, including failure to pay any monies when due and payable, and has not remedied such breach (if capable of remedy) within fifteen (15) days of being requested by Non-breaching Party to do so; (2) a petition is filed against the other Party for suspension of payment, attachment or provisional attachment of asset or credit, or compulsory sale, or when the other Party has filed for the commencement of bankruptcy, civil rehabilitation proceedings, or special liquidation proceedings; or (3) the other Party challenges the validity of any of the Intellectual Property Rights of the Non-breaching Party.
In the event that the Licensee Client commits a material breach of this Agreement and/or does anything to bring WRLD3D into disrepute, WRLD3D reserves the right to deactivate the Licensee Client’s access to the WRLD Platform.
RESERVATION OF RIGHTS
Neither Party will have any rights to any materials, feature or technology provided by the other except as expressly provided in this Agreement.
WRLD3D has the right, but not the obligation, to take whatever action it considers reasonable, to the exclusion of Licensee, in relation to: (1) any infringement of WRLD3D’s Intellectual Property Rights; or (2) any infringement of any third party Intellectual Property Rights as a result of any of the rights granted by WRLD3D under this Agreement.
Reporting of Claims. Licensee will notify WRLD3D in writing of any claim made or proceeding initiated involving the Licensed Products within ten (10) days after learning of such claim or proceeding.
Third Party Claims. WRLD3D shall indemnify Licensee, its directors and employees harmless from and against any and all loss, damages, claims, demands, liabilities, obligations, taxes, losses, fines, costs, expenses, royalties, or damages, including reasonable and properly incurred attorney's fees and litigation expenses (whether absolute, accrued, conditional or otherwise) arising out of any third-party claim that Licensee’s use or distribution of the Licensed Products or any part thereof violates, infringes, misappropriates or conflicts with any Intellectual Property Right of such third party; provided however, that the foregoing shall not apply to the extent that the infringement arises: (i) from the use of the Licensed Products in a manner for which it was not intended, (ii) from the use of the Licensed Products not in compliance with its specifications thereof, (iii) where the Licensed Products standing alone, would not have infringed any third party’s rights ; or (iv) from use of the Licensed Products outside the terms of this Agreement.
Third Party Claims. Licensee shall indemnify and hold WRLD3D, its directors and employees harmless from and against any and all loss, damages, claims, demands, liabilities, obligations, taxes, losses, fines, costs, expenses, royalties or damages, including reasonable and properly incurred attorney's fees and litigation expenses (whether absolute, accrued, conditional or otherwise) arising out of any third-party claim that WRLD3D’s use of the intellectual property rights owned by Licensee or its licensors set out in Clause 4.2, including but not limited to such rights in the Value Added Products, or any part thereof violates, infringes, misappropriates or conflicts with any Intellectual Property Right of such third party; provided however, that the foregoing shall not apply to the extent that the infringement arises: (i) from the use of such rights in a manner for which it was not intended, (ii) from the use of such rights not in compliance with its specifications thereof, (iii) where such rights standing alone, would not have infringed any third party’s rights ; or (iv) from use of such rights outside the terms of this Agreement.
Remedial Measures. Licensee agrees that, if the Licensed Products become, or in WRLD3D's opinion are likely to become, the subject of an infringement claim, WRLD3D shall have the right to (among other things), at WRLD3D's option and expense: (i) procure the right for Licensee to continue distributing the Licensed Products as contemplated herein, (ii) modify the Licensed Products so that it becomes non-infringing, or (iii) provide to Licensee non-infringing intellectual property that is functionally and commercially equivalent to the infringing Licensed Products.
Restrictions. The foregoing rights of indemnification shall be in force for the duration of the Term and for a period of two (2) years following termination of this Agreement for any reason, and shall be conditioned on the indemnified party (i) furnishing prompt notification to the indemnifying Party, (ii) permitting the indemnifying Party to control the defence and settlement of any third-party claim or action, and (iii) cooperating in the defence by the indemnifying Party at the indemnifying Party's expense.
LIMITATION OF LIABILITY
Except for any liability for a Party’s gross negligence, intentional misconduct, death or personal injury as a result of a party’s negligence or violation or Clause 7.2 or 14 (Confidentiality) or 12 (Indemnification), each Party’s liability under this Agreement whether in contract, tort or otherwise shall be limited to a sum equal to the aggregate of all sums paid to WRLD3D in the 12 months prior to the date on which such claim arises and shall not include any incidental, consequential, special or indirect damages including lost profits or loss of use or business interruption.
Subject to clause 13.1 above, WRLD3D shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise (even if such party has been informed of the possibility thereof) for any loss of profits; loss of business; depletion of goodwill or similar losses; loss or corruption of data or information; any pure economic loss; or for any special, indirect or consequential costs, damages, charges or expenses, in each case in each case only to the fullest extent permissible at law; and for the purposes of this clause the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.
“Confidential Information” means information of commercial value, in whatever form or medium, which has been kept confidential by the party from whom the information originates and which has not come into the public domain during the term of this Agreement in breach of any obligation of confidence, including information relating to the Licensed Products or any of its constituent parts, or underlying data or components, the Value Added Product, source code relating to the WRLD Platform or any such parts, commercial or technical know-how, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing and marketing.
For the purposes of this Agreement, the term "Confidential Information" refers to (i) all information concerning either Party’s processes, team structure, proposals, and Fees; (ii) any other information that is marked "Confidential" or the like or, if delivered verbally, confirmed in writing to be "Confidential" within 30 days of the initial disclosure; and (iii) information disclosed under this Agreement which would reasonably be expected, by the receiving Party, to be considered confidential in the context in which such information is disclosed.
Each Party undertakes not to use the other Party's Confidential Information otherwise than in the exercise and performance of its rights and obligations under this Agreement (“Permitted Purposes”).
Each Party shall treat as confidential all Confidential Information of the other Party supplied under this Agreement. Neither Party shall divulge any such Confidential Information to any person except to its own employees and then only to those employees who need to know it for the Permitted Purposes. Both Parties shall ensure that its employees are aware of, and comply with, this Clause 14.
This Clause 14 shall remain in full force and effect in the event of any termination of this Agreement.
The restrictions imposed by Clause 14.1 and Clause 14.2 shall not apply to the disclosure of any Confidential Information which:
is now in or hereafter comes into the public domain otherwise than as a result of a breach of this Clause 14;
before any negotiations or discussions leading to this Agreement was already known by the receiving party and was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation;
before any negotiations or discussions leading to this Agreement had been independently developed by the receiving party, which independent development can be shown by written evidence; or
is required by law or regulation to be disclosed to any person who is authorized by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorized person to the extent necessary).
Each Party shall notify the other Party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorized disclosure of any Confidential Information and shall afford reasonable assistance to the other Party, at that other Party's reasonable cost, in connection with any enforcement proceedings which that other Party may elect to bring against any person.
Subcontractor: Licensee may subcontract development work to third parties provided that: (1) WRLD3D has given prior written approval to such developer and such approval shall not be unreasonably withheld; and (2) Licensee is liable for all acts or omissions of such developer as if they were breaches, acts or omissions of Licensee.
Modification: No provision of this Agreement shall be modified or varied without the prior written consent of the Parties (and shall not be valid if made by email). Furthermore no modification or variation of this Agreement shall operate as a general waiver of any provisions of this Agreement, unless expressly agreed in writing by the Parties. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
Assignment: Other than as set out in this Agreement, neither Party shall assign or sublicense this Agreement or any rights under this Agreement, or subcontract any or all of its obligations under it or purport to do any of the same, without the prior written consent of the other Party, consent of which will not be unreasonably withheld.
No partnership or agency: Nothing in this Agreement is intended to, or shall be deemed to: establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Notices: Any notice given under this Agreement shall be in writing and served by hand, prepaid recorded or special delivery post or prepaid international recorded airmail to the relevant Party at the address referred to in the relevant Order, or to such other address as the relevant Party may designate to the other in writing from time to time. Any such notice shall be deemed to have been served at the time of delivery. For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by email.
Force Majeure: Neither Party shall have any liability for any delay in or failure to perform any or all of its obligations under this Agreement if the delay or failure arises from or is attributable to acts of God, natural disasters, war, strikes (excluding employees of the Party claiming the force majeure), and other events, omissions or accidents beyond the reasonable control of the Party so prevented from performing its obligations.
Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies: The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Third Party Rights: Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.
Entire Agreement: This Agreement, its appendices and any Order which is entered into in accordance with the terms of this Agreement, constitutes the entire agreement and understanding of the Parties relating to the subject matter of this Agreement and supersede any previous agreement or understanding between the Parties in relation to such subject matter and the Parties have not relied on and shall have no remedy in respect of any statement, representation, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in this Agreement.
Severance: If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, the other provisions or part provisions shall remain in force. If any invalid, illegal or unenforceable provision or part-provision would be valid, legal and enforceable, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
Governing Law and Dispute Resolution: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.
The areas of the world present in the WRLD Platform from time to time excluding Japan
Mobile phones, smartphones, tablets, desktop computers, browsers, kiosks, virtual reality headsets, augmented reality headsets or other devices
Platform License fees are payable as detailed here: https://www.wrld3d.com/pricing/developers
The fees for custom pricing plans shall be as set out in the applicable Order.
This Interior Mapping License Agreement (“IMA”) is subject to the terms and conditions of the Master Software License and Professional Services Terms (“Agreement”) entered into between WRLD3D and the Licensee to which it is incorporated therein by reference.
In the event of a conflict between this IMA and the Agreement, the Agreement will govern such conflict unless this IMA or associated Order explicitly states otherwise. Capitalized terms used but not defined herein will have the same meaning accorded to them in the Agreement.
This IMA (together with the documents referred to in it) sets out the terms on which the Licensee either on behalf of themselves or on behalf of a Licensee Client as appropriate instructs WRLD3D to perform the Services required to create within the WRLD Platform a 3D interior map of the Building(s) specified in the applicable Order.
Building(s): the building(s) owned and/or occupied by the Client, as more particularly specified in the Order Form.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Client Data: the data (including but not limited to Building dimensions, 2D floor plans, etc) required for WRLD3D to perform the Services, including data: (a) provided by the Client; (b) provided by an authorised third party; and/or (c) collected by WRLD3D or an authorised third party.
Client: The Licensee or each Licensee Client on whose behalf the Licensee is ordering the Services from WRLD3D under the terms and conditions of this agreement, as specified in the Order Form.
Order Date: the date on which the Client requested Services from WRLD3D, as specified in the Order Form
Fees: the fees payable by the Licensee to WRLD3D for the Services in accordance with the Order Form and any payment terms set out therein.
MAU: each separate monthly active user of the WRLD Platform counted on the basis of each unique device that runs an application that connects to the WRLD Platform at least once in a calendar month.
Services: the services to be provided by WRLD3D to the Client under this agreement, in order to include an interior map of the Building(s) within the WRLD Platform.
Software: any software provided by WRLD3D as part of the Services, including the WRLD Platform.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
Subject to the terms and conditions of this agreement, WRLD3D shall, during the Order Term, provide the Services to the Client in accordance with the Order Form.
WRLD3D will, if applicable, create, update and maintain the interior map of the Building(s) in accordance with the Order Form.
The Licensee may, whether for themselves or on behalf of a Licensee Client purchase enhanced support services separately at WRLD3D’s then current rates by means of an Order.
WRLD3D may, from time to time during the Order Term:
make new features, functionality, applications or tools available in respect of the Services;
modify the Software by issuing updates or new releases;
provided that such change does not adversely affect the then existing functionality of the Services.
Subject to the Client complying with the terms and conditions of this agreement, WRLD3D hereby grants to the Client a non-exclusive, non-transferable right to use the Software solely for the Client’s internal business operations.
Client hereby grants to WRLD3D:
a non-exclusive, perpetual, irrevocable, worldwide license (with full rights of sub-license) to use the Client Data solely for the purposes of performing the Services; and
unless the Client opts-out a non-exclusive, perpetual, worldwide, royalty-free license with full rights of sub-license, to use, store, modify, copy, distribute and publicly display the Client Data (including, but not limited to, interior 3D maps) for any purpose whatsoever (including, but not limited to, commercial purposes and including the Client Data on the publicly accessible WRLD Platform).
The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
in a manner that is otherwise illegal or causes damage or injury to any person or property,
and WRLD3D reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to all or part of the Services if WRLD3D reasonably believes there has been (or might be) a breach of the provisions of this clause.
Except to the extent expressly permitted under this agreement, the Client undertakes that it shall not:
create and/or distribute any product or service which compete with the Software or Services;
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software and/or the Services available to any third party, unless otherwise agreed in writing; or
attempt to obtain, or assist third parties in obtaining, unauthorised access to the Software and /or the Services.
The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and/or the Services and, in the event of any such unauthorised access or use, promptly notify WRLD3D.
The rights provided under this clause 4 are granted to the Client only and, in the absence of express written consent, shall not be considered granted to any subsidiary or holding company of the Client.
WRLD3D undertakes that the Services will be performed substantially in accordance with the Order Form and with reasonable care and skill.
The undertaking at clause 4.1 shall not apply to the extent of any non-conformance which is caused by inaccurate Client Data, the use of the Services contrary to WRLD3D’s instructions, or modification or alteration of the Services by any party other than WRLD3D or WRLD3D’s authorised contractors or agents. If the Services do not conform to the foregoing undertaking, WRLD3D will, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of achieving the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in clause 4.1. Notwithstanding the foregoing, WRLD3D:
does not warrant that the Client’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client’s requirements;
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communication facilities.
This IMA shall not prevent WRLD3D from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
The Client shall:
provide WRLD3D with all necessary co-operation, information, access to the Building(s) and access to such information in order to provide the Services;
comply with all applicable laws and regulations with respect to its activities under this agreement;
obtain and maintain all necessary licenses, consents, and permissions necessary for WRLD3D to perform its obligations under this agreement, including the Services; and
ensure that its network and systems comply with the relevant specifications provided by WRLD3D from time to time.
The Client represents and warrants that, where applicable, it has the Building owner’s consent to map the interior of the Building(s) and to enter into this agreement.
The Client acknowledges and agrees that WRLD3D and/or its licensors own all intellectual property rights in and arising out of the Services and the Software. Except as expressly stated herein, this agreement does not grant the Client any rights to, or in, patents, copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Services, the Software or the Documentation.
If the Client opts to keep the interior map of the Building(s) confidential, WRLD3D shall use reasonable endeavours to ensure that only authorised users are granted access in accordance with the means specified in the Order. Otherwise WRLD3D shall publish the internal maps of the Building(s) on the WRLD Platform.
The Client warrants that:
in respect of Client Data of which it is the direct source, it owns all right, title and interest in and to such Client Data and that such data is complete and accurate; or
in respect of Client Data of which a third party is the direct source, it has the right to provide such Client Data to WRLD3D for the purposes envisaged under this agreement.
The Client acknowledges that it and/or the third party data source, not WRLD3D, shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Client Data.
WRLD3D only accesses and processes Client Data for the purpose of performing the Services. WRLD3D shall not be responsible for any loss, destruction, alteration or disclosure of the Client Data caused by a third party.
The Client shall indemnify WRLD3D against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use or misuse of the Services and/or the Software, provided that:
the Client is given prompt notice of any such claim;
WRLD3D provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client’s expense; and
the Client is given sole authority to defend or settle the claim.
Except as expressly and specifically provided in this agreement:
WRLD3D shall have no liability for any damage caused by errors or omissions in any information provided to WRLD3D by the Client in connection with the Services, including the Client Data, or any actions taken by WRLD3D at the Client’s instruction;
all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this agreement; and
the Services and Software are provided to the Client on an “as is” basis.
Nothing in this agreement excludes the liability of WRLD3D for death or personal injury caused by WRLD3D's negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded under applicable Laws.
WRLD3D shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:
loss of profits; or
loss of business; or
depletion of goodwill or similar losses; or
loss or corruption of data or information; or
any pure economic loss; or
any special, indirect or consequential costs, damages, charges or expenses.
WRLD3D's total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to the amount actually paid by the Client to WRLD3D under this agreement in the 12 months preceding the date on which the claim arose.
TERM AND TERMINATION
This IMA shall commence on the Order Date.
The term of the IMA shall be one (1) year from the Order Date, or as such other period of time as may be stipulated in the Order (the “Order Term”) after which this IMA shall be renewed automatically for further periods of twelve (12) months unless and until terminated by either Party on no less than thirty (30) days written notice prior to the end of the Order Term or any subsequent twelve (12) month period.
WRLD3D may terminate this IMA at the end of the then-current payment period by giving written prior 30 days notice to the Client.
Either party may terminate this IMA with immediate effect by giving written notice to the other party if:
the other party fails to pay any amount due under this IMA on the due date for payment; or
the other party commits a material breach of any term of this IMA which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
the other party is admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
Upon termination or expiry of this IMA for any reason:
all licenses granted under this agreement shall immediately terminate, except the license granted under clause 3.2;
each party shall destroy or return to the other party (as directed by the other party):
any materials, documentation and other items (and all copies of them) belonging to the other party
all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information, except WRLD3D shall be entitled to retain and use the Client Data in accordance with clause 3.2,
including the erasure of the same from that party’s computer, communications systems and devices, including such systems and data storage services provided by third parties (to the extent technically and legally practicable);