Ordnance Survey OpenSpace Developer Agreement

This is a legal agreement between you (referred to as 'You', 'Your', 'Yourself', or 'Developer') and the secretary of state acting through Ordnance Survey, whose principal place of business is Romsey Road, SOUTHAMPTON, UK, SO16 4GU (referred to as 'Us', 'Our', 'We' or 'Ordnance Survey').

Please read this agreement carefully and become acquainted with it before you click 'I accept'. By clicking 'I accept' and/or exercising any of the rights granted hereunder you accept the following terms and conditions from Ordnance Survey, you agree to be bound by them, and you agree that this agreement is enforceable as if it were a written negotiated agreement signed by you. if you do not agree to the terms of this agreement, please do not click 'I accept'.

Background

Ordnance Survey is the national mapping agency of Great Britain and as such it is responsible for the official, definitive surveying and topographic mapping of Great Britain.
Ordnance Survey has created a mapping data application programming interface (called the OpenSpace API) which allows developers to build Web 2.0 applications using Ordnance Survey data. Ordnance Survey is keen for developers to use the OpenSpace API and a feed of Ordnance Survey data to develop experimental, innovative web-based applications using Ordnance Survey's world leading geographical information.
Ordnance Survey hereby agrees to supply the OpenSpace API to You under the open source licences set out in Schedule 1 of this Agreement.
Ordnance Survey hereby also agrees to provide You with a unique API key to facilitate access to and use of a range of Ordnance Survey mapping datasets for non-commercial experimentation, in accordance with the terms and conditions set out in this Agreement.

It is agreed as follows:

1 Definitions

'Agreement' means this OpenSpace Developer Agreement and the Schedules hereto;

'API Key' means a unique alphanumeric identifier assigned to You for use by You in any Web Application which facilitates access to the Ordnance Survey Data. For the avoidance of doubt, the API Key does not form part of the Ordnance Survey API (this is because the API Key is not being supplied to You by Us under an open source licence).

'Code Snippets' means any snippets of computer code which may be provided to You by Us, on the website or otherwise, to help You explore and understand the functionality and scope of the OpenSpace API and support You in developing Your web application.

'Data' means any text, graphics, audio, visual (including still visual images) and/or audio visual material, software, applications, data, database content, or other multimedia content, information and material.

'Derived Data' means any Data that is created by You, or an End‑user, through Your development and use, and/or the End‑user's use, of Your Web Application(s) and/or our Website, which is derived directly or indirectly from Ordnance Survey Data. By way of example, but without limitation, Derived Data would include any Data created by You or an End‑user identifying the location or other attribute of any new feature directly using Our mapping or a feature already present in Our mapping.

'Documentation' means the class and method documentation, tutorials, Codes Snippets, FAQs and any other documentation in relation to the OpenSpace API and/or the Ordnance Survey Data which may be supplied to You by Us on the Website or otherwise.

'Effective Date' means the date that You first click 'I Accept' or exercise any of the rights granted hereunder, whichever is the earlier.

'End‑user(s)' means the End‑users of Your Web Application.

'End‑user Licence Agreement' or 'EULA' means the End‑user licence agreement between You and the End‑users, which shall contain the terms set out in Schedule 3.

'End‑user's Data' means any Data that End‑user owns or which End‑user is licensed by a third party to provide under the terms of the EULA, that End‑user displays or otherwise provides to Your Web Application. End‑user's Data does not include Derived Data that End‑user owns pursuant to Clause 5.4 of this Agreement. By way of example, but without limitation, End‑user's Data would include any independently sourced GPS trace plotted by End‑user on Your Web Application.

'Financial Gain' means a benefit accruing where You, or an End‑user, or any third party used by or connected to You or an End‑user, receives any payment, donation, revenue, credit, or money's worth in connection with the access, use and/or display on Your Web Application, or any part of it, of any Ordnance Survey Data in any format.

'Intellectual Property Rights' means copyright, patent, trade mark, design right, database rights, trade secrets, know how, rights of confidence, broadcast rights and all other similar rights anywhere in the world whether or not registered and including applications for registration of any of them.

'Login' means the email address, username, password, URL of Your proposed Web Application and other registration details provided to Us by You from time to time which enable You to access certain features of the Website (such as the discussion forums) and utilise the API Key.

'Open Source Software' means the open source software supplied to You by Us as part of the OpenSpace API, as set out in Schedule 1 hereto, which is licensed by the licensor of each Open Source Software pursuant to the applicable open source licence, as set out at Schedule 1 hereto.

'OpenSpace API' means the mapping data application programming interface created by Ordnance Survey to allow developers to build experimental, innovative, web-based applications using Ordnance Survey data (which consists of the Ordnance Survey API and the Open Source Software).

'Ordnance Survey API' means the object or source code form of Our proprietary application programming interface software supplied to You by Us as part of the OpenSpace API, which is licensed to You by Us pursuant to the BSD open source licence, as more particularly set out in Schedule 1.

'Ordnance Survey Data' means Data owned by or licensed to Us (including as applicable Derived Data), as may be amended from time to time by Ordnance Survey Updates, which may be accessed and processed by the Web Application.

'Ordnance Survey Updates' means the updates, revisions and amendments to Ordnance Survey Data that We may provide or in respect of which We may provide access from time to time.

'Purpose' means the creation by You of one or more Web Applications provided that Your activities and Web Application(s): (i) are not undertaken for, or in connection with, any commercial purposes and/or Financial Gain, and/or do not result in any Financial Gain to You, or any End‑user, or any third party used by, or in connection with, You or any End‑user; (ii) do not seek to exploit, or result in the exploitation of, the Ordnance Survey Data for Financial Gain; (iii) do not carry, and/or are not associated in any way whatsoever with, any paid for advertising, promotional content, or sponsorship; and (iv) are not connected to the ordinary day to day activities involved in the internal administration and running of a business, government body or other organisation, or the display and promotion of the business, government body or other organization, or their services.

'Trade Marks' means all Ordnance Survey trade marks made available to You via the Website.

'Usage Limits' means the restrictions and limits on use of the Ordnance Survey Data that may be imposed by Us, as set out in Schedule 2 as varied from time-to-time. By way of example, but without limitation, these Usage Limits include a limit on the number of mapping tiles that may be accessed in any given period.

Use' or 'Using' means any intended legitimate use by You of the OpenSpace API and/or the Website as determined by Us and set out on the Website and in this Agreement.

'Your Data' means any Data that You own (whether before or as part of Your development of Your Web Application), or which You are licensed by a third party to provide under the terms of this Agreement, that You display or otherwise provide in Your Web Application. Your Data does not include Derived Data You own pursuant to Clause 5.4. By way of example, but without limitation, Your Data would include any independently sourced GPS trace plotted by You on Your Web Application.

'Web Application' means a new and distinct mashup web application(s) that You develop which is designed to access and Use the OpenSpace API together with the Ordnance Survey Data and which must be publicly accessible on the Internet, without restriction, through Your registered URL.

'Website' means Ordnance Survey's OpenSpace Website accessible via the Internet, which is located at URL: www.openspace.ordnancesurvey.co.uk and may include a discussion forum.

2 Registration and provision of the Ordnance Survey OpenSpace service

2.1 In order to access and use the OpenSpace API, the Ordnance Survey Data, and also certain features of the Website such as the discussion forums, You must register a Login. You shall not select or use a Login with the intent of impersonating another person and shall keep Your Login confidential and shall not allow any other person to use such Login to access any part of the OpenSpace API, Ordnance Survey Data or Website. Once You have registered a Login, You shall be provided by Us with the OpenSpace API and the API Key.

2.2 In the event that We, in Our sole reasonable opinion, consider that You are making any illegal and/or unauthorised Use of the OpenSpace API, API Key, Documentation, Ordnance Survey Data and/or the Website, and/or Your Use of the OpenSpace API, API Key, Documentation, Ordnance Survey Data and/or Website is in breach of this Agreement, We reserve the right to take any action that We deem necessary, including freezing, deactivating or terminating without notice Your Use of the OpenSpace API, API Key, Documentation, Ordnance Survey Data and/or Website, and in the case of illegal Use, instigating legal proceedings.

2.3 Subject to the terms of this Agreement, We shall use reasonable endeavours to provide You and End‑users with access to the Ordnance Survey Data, subject always to the Usage Limits and CPU and system capacity.

2.4 We may suspend the Website and the provision of the OpenSpace API, the API Key, Documentation and/or Ordnance Survey Data for any reason whatsoever, including but not limited to repairs, planned maintenance or upgrades, and shall not be liable to You for any such suspension.

2.5 We reserve the right to make any changes to the OpenSpace API, API Key, Documentation, Ordnance Survey Data and/or Website, or to discontinue and/or modify any aspect or feature of the OpenSpace API, API Key, Documentation, Ordnance Survey Data and/or Website, without notice to You.

3 Ordnance Survey API – Proprietary Rights and Licence

3.1 The Crown owns the Intellectual Property Rights in the Ordnance Survey API. Notwithstanding the licence granted to You under Clause 3.2, the Ordnance Survey API remains the property of the Crown and the licence granted shall not be construed to convey, and Your use or possession of the Ordnance Survey API does not give You, any title to or ownership of the Ordnance Survey API.

3.2 The Ordnance Survey API is licensed to You pursuant to the terms of the BSD open source licence as set out in Schedule 1.

3.3 With respect to the Ordnance Survey API, in the event of any conflict between the provisions in the main body of this Agreement and Schedule 1, the terms of Schedule 1 shall take precedence.

4 Other open source software – Proprietary Rights and Licence

4.1 The Open Source Software (other than the Ordnance Survey API) has been created by various contributors pursuant to the relevant licence terms set out in Schedule 1.

4.2 The rights to use the other Open Source Software are granted in accordance with the terms set out in Schedule 1.

4.3 With respect to the Open Source Software, in the event of conflict between the provisions in the main body of this Agreement and Schedule 1, the terms of Schedule 1 shall take precedence.

5 Ordnance Survey – Proprietary Rights and Licence

5.1 The Crown (or where applicable Our suppliers) owns the Intellectual Property Rights in the API Key, the Ordnance Survey Data and the Documentation. The API Key, Ordnance Survey Data and Documentation licensed under this Agreement remain the property of the Crown (or, where applicable, Our suppliers). The licence granted to You under this Clause 5 shall not be construed to convey, and Your use or possession of the API Key, any Ordnance Survey Data and/or the Documentation does not give You, any title to or ownership of or other interest in the same. Title to any copies that You make of the API Key, any Ordnance Survey Data and/or the Documentation shall automatically be and are hereby assigned to Us on their creation.

5.2 This Agreement conveys a limited licence for You to Use the API Key, Ordnance Survey Data and Documentation. All rights in and to the API Key, Ordnance Survey Data and Documentation not expressly granted to You are reserved by Us and The Crown.

5.3 Subject to all the terms and conditions of this Agreement, We grant You a limited, non-exclusive, non-transferable, revocable, royalty free, paid-up licence for the term of this Agreement to:

5.3.1 install, run and use the API Key in connection with the Web Application to facilitate access to the Ordnance Survey Data solely for the Purpose;

5.3.2 use, download and print one copy of the Documentation to explore, understand and experiment with the functionality and scope of the OpenSpace API and develop Your Web Application(s); and

5.3.3 use the Ordnance Survey Data in accordance with the Usage Limits solely for the Purpose and to grant sub-licences to End‑users to use the Ordnance Survey Data as part of such Web Application(s), subject to the terms of the EULA. You must ensure that a copy of the EULA is made accessible to End‑users through a hypertext link at the bottom of each page of Your Web Application.

5.4 In the event that You or any End‑user creates Derived Data, such Derived Data shall be owned by Us, save that if any Derived Data is created which is a severable improvement (as defined by Commission Regulation (EC) No 772/2004, known as the Technology Transfer Block Exemption) of the Ordnance Survey Data then such Derived Data shall be owned by the person or entity creating the same.

5.5 In respect of any Derived Data We own pursuant to Clause 5.4, We shall hereby grant to the creator of the same a perpetual, non-exclusive, royalty-free, paid up, personal licence, with the right to grant sub-licenses to End‑users, to use such Derived Data for the Purpose.

5.6 In respect of any Derived Data You or an End‑user owns pursuant to Clause 5.4, then for the period during which You, or an End‑user, submits, posts, or displays such Derived Data on the Web Application, You, or where relevant the End‑user, grants to Us a revocable, world-wide, royalty-free, and non-exclusive licence to use, display and distribute such Derived Data on Your, or where relevant the End‑user's, behalf, solely for the purpose of allowing Us to deliver the OS OpenSpace service to You and Your End‑users. Such licence will terminate immediately You and/or Your End‑users cease to use the OS OpenSpace service to submit, post or display such Derived Data and/or this Agreement is terminated pursuant to Clause 8.

5.7 In respect of Your Data, You (or where applicable Your suppliers) retain the Intellectual Property Rights in such Data. We do not claim any ownership in Your Data. However, for the period during which You submit, post, or display Your Data on the Web Application, You shall grant to Us a revocable, world-wide, royalty-free, and non-exclusive licence to use, display and distribute Your Data on Your behalf, solely for the purpose of allowing Us to deliver the OS OpenSpace service to You and End‑users. Such licence will terminate immediately You cease to use the OS OpenSpace service to submit, post or display Your Data and/or this Agreement is terminated pursuant to Clause 8.

5.8 In respect of End‑user's Data, We do not claim any ownership in such Data. However, for the period during which an End‑user submits, posts, or displays End‑user's Data on Your Web Application, End‑user, or where relevant You, grant to Us a revocable, world-wide, royalty-free, and non-exclusive licence to use, display and distribute End‑user's Data on End‑user's, or where relevant Your, behalf, solely for the purpose of allowing Us to deliver the OS OpenSpace service to You and End‑users. Such licence will terminate immediately You, and/or Your End‑user, ceases to use the OS OpenSpace service to submit, post or display End‑user's Data and/or this Agreement is terminated pursuant to Clause 8.

5.9 Except as expressly permitted by this Agreement, You shall not, and shall not permit others to:

5.9.1 copy, store, archive, modify, translate, create derivative copies of, publish or broadcast in any media, the Documentation, in whole or in part;

5.9.2 copy, store, archive, modify, translate, create derivative copies of, the Ordnance Survey Data, in whole or in part, or publish the Ordnance Survey Data on its own without combining it with appropriate additional information relating to, or emanating from, the Web Application;

5.9.3 distribute, sublicence, assign, share, timeshare, sell, rent, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer the Ordnance Survey Data or Your right to use the Ordnance Survey Data;

5.9.4 remove or modify any copyright, trademark, or other proprietary notices of any party contained within the Documentation or the Ordnance Survey Data; and

5.9.5 otherwise use the Ordnance Survey Data to assist any competitor of Ordnance Survey.

5.10 You may not use, or permit others to use, the Ordnance Survey Data in any manner not expressly authorised by this Agreement unless You enter into another written agreement with Ordnance Survey which provides for such use or sub-licensing.

6 Trade Marks and Rights Acknowledgement

6.1 You must ensure that appropriate acknowledgements of copyright and database right ownership are included in a conspicuous position in any reproduction of the Ordnance Survey Data, Derived Data and Documentation, in any media, including, but without limitation, within any mapping image presented on screen. Any text acknowledgement must be eight (8) point or larger.

6.2 You shall not under any circumstances use or apply for registration of any trade mark in respect of Our trade names or registered or unregistered trade marks or any part of them, nor use or apply to register any trade mark similar to or likely to be confused with any of them, nor register any domain name which is the same as, similar to or likely to be confused with any of Our trade names or registered or unregistered trade marks or domain names.

7 Developer's obligations

7.1 You shall:

7.1.1 at all times conduct Yourself in a manner which shall not reflect unfavourably on Ordnance Survey Data or on Our good name and reputation;

7.1.2 not by Yourself or with others participate in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of Ordnance Survey Data or Ordnance Survey or other practices which may be detrimental to Ordnance Survey Data, Ordnance Survey or the public interest;

7.1.3 not describe Yourself or allow Yourself to be described as an Ordnance Survey agent or representative or to act as such in any way; and

7.1.4 use Your best endeavours to ensure that You use all adequate technological and security measures, including without limitation such measures as We may recommend from time to time, to ensure that the API Key, all Ordnance Survey Data and/or any Derived Data owned by Us that You hold or are responsible for are secure from unauthorised use or access and are only used in accordance with the terms of this Agreement.

7.2 You shall notify Us as soon as You suspect any infringement or any other breach by a third party of Our Intellectual Property Rights or the Trade Marks, and give Us all reasonably required assistance in pursuing any infringement.

8 Term and termination

8.1 This Agreement shall commence on the Effective Date and continue in effect unless terminated by either party on the provision of not less than seven (7) days written notice to the other.

8.2 If We reasonably suspect that either the API Key, Documentation, Ordnance Survey Data and/or any Derived Data owned by Us is being used by You or an End‑user in breach of this Agreement or the End‑user Licence Agreement, as appropriate, We may elect to terminate this Agreement forthwith on notice in writing.

8.3 If either party breaches this Agreement in any material respect, the other party may terminate this Agreement forthwith on notice in writing.

8.4 If We reasonably suspect that the API Key has not been used either by You or End‑users, or Your Web Application has otherwise been dormant for a period of twelve (12) months, We may contact You to discuss Your ongoing requirements in respect of the OpenSpace API and Ordnance Survey Data and thereafter We may elect to terminate this Agreement on the provision of not less than seven (7) days written notice to You.

8.5 Upon any termination of this Agreement the rights and licences granted to You herein shall forthwith terminate and You shall cease all use of the API Key, Documentation, Ordnance Survey Data and Derived Data. For the express avoidance of doubt, under such circumstances, You may continue to make use of the Ordnance Survey API and the other Open Source Software on the terms set out at Schedule 1.

8.6 Within thirty (30) days of termination of this Agreement You shall destroy and/or permanently erase all copies in Your possession custody and control of (a) the API Key; (b) the Documentation; (c) the Ordnance Survey Data; and (d) any Derived Data; and shall procure that all End‑users shall do the same. Clauses 1, 5.1, 5.4, 5.9, 6, 7, 8.5, 8.6 and clauses 9 to 22 inclusive, shall survive any termination of this Agreement.

9 Representations and warranties

9.1 In respect of the Ordnance Survey Data, We warrant that We are authorised by the Controller of Her Majesty's Stationery Office, who holds and exercises Crown copyright and other copyrights owned by Her Majesty, to grant licences to use such copyrights on the terms of this Agreement but We do not warrant that the Intellectual Property Rights subsist in, or that Her Majesty owns (either at all or free from encumbrances or licences), the Ordnance Survey Data and any condition, warranty or representation, whether express or implied, to the contrary is hereby excluded to the maximum extent permissible by law.

9.2 The Ordnance Survey Data has not been created for Your or any particular customer's requirements, whether operationally, functionally, technically, accurately or otherwise. It is Your responsibility to ensure that the Ordnance Survey Data is fit for Your intended use or purpose.

9.3 We exclude, to the fullest extent permissible by law and except as expressly stated in this Clause 9, all warranties, conditions, representations or terms, whether express or implied by common law, statute or otherwise including, but not limited to, any regarding the accuracy, compatibility, fitness for purpose, performance, satisfactory quality or use of Ordnance Survey Data and any services We provide to You under or in connection with this Agreement.

9.4 For the avoidance of doubt, We make no warranty with respect to the Web Application(s), or to the availability of commercial terms in respect thereof.

9.5 In respect of Your Data, You hereby warrant to Us that You have all the necessary permissions and authorisations from the owners of any Intellectual Property Rights subsisting in Your Data to Use, and to grant licences to Use, such Intellectual Property Rights under the terms of this Agreement (including but without limitation, under Clauses 5.7 and 5.8). You indemnify Us against any and all claims, liabilities or losses We may suffer as a result of or in connection with a breach of this warranty.

9.6 You hereby represent that You shall (i) comply with all applicable local and foreign laws and regulations which may govern the use of the OpenSpace API and/or the Ordnance Survey Data and/or the Website, and (ii) use the OpenSpace API and/or the Ordnance Survey Data and/or the Website only for lawful purposes and in accordance with the terms of this Agreement.

10 Limitation of liability

10.1 Nothing in this Agreement shall have the effect of excluding or limiting the liability of either party for:

10.1.1 death or personal injury to the extent it results from negligence, or that of Your or Our employees or agents in the course of their engagement hereunder; or

10.1.2 fraud.

10.2 We accept no responsibility or liability whether in contract, tort (including negligence) or otherwise for any loss or damage of whatsoever nature arising from any use of the website or from any interruption or failure of any electronic transmission of Ordnance Survey data. We give no warranty or undertaking as to the uninterrupted continuity of our Website.

10.3 Subject to clause 10.1, neither you nor we shall be liable to the other in contract, tort (including negligence) or otherwise for any direct, indirect, special or consequential losses or damages, or any loss of profits, loss of business or loss of contracts provided that neither this clause 10.3 nor any other provision of this agreement shall prevent us from recovering from you all amounts lawfully due in respect of all infringements and breaches of intellectual property rights by you or any End‑user.

10.4 Additionally, you acknowledge that whilst the API key and Ordnance Survey data may be used in combination with any web application and other third party software, Ordnance Survey bears no liability, howsoever arising, for any loss, damage or cost that arises from a failure of the API key and/or the Ordnance Survey data to integrate with your and/or third party software.

10.5 In no circumstances shall Ordnance Survey be liable for any failure of any web application and you hereby indemnify Ordnance Survey against any liability it has to a third party arising out of your use of the website, API key and/or the Ordnance Survey data.

10.6 You agree that because of the unique nature of the website, API key, the Ordnance Survey data and our proprietary rights therein, a demonstrated breach of this agreement by you would irreparably harm us and monetary damages would be inadequate compensation. Therefore, you agree that we shall be entitled to preliminary and permanent injunctive relief, as determined by any court of competent jurisdiction to enforce the provisions of this agreement.

11 Events outside anyone's control

11.1 Neither party shall be responsible for any delay or failure in carrying out obligations under this Agreement if the delay or failure is caused by circumstances beyond the reasonable control of the affected party. In such circumstances the affected party shall notify the other of any such likelihood as soon as possible. The affected party (or parties) shall be allowed a reasonable extension of time to carry out its obligations in these circumstances.

12 Data protection

12.1 You shall comply in all respects with all current data protection legislation, including (without limitation) the Data Protection Act 1998 and any orders made or codes of practice issued under it and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (the 'Data Protection Legislation').

12.2 If You provide Us with any personal data (as defined in the Data Protection Legislation), You warrant that such data was obtained and is supplied to Us in compliance with the Data Protection Legislation.

12.3 We shall retain any such personal data which You provide to Us to enable Us to meet Our obligations under the Agreement. In addition, We may pass such personal data to organisations working with Us to enable them to perform services for Us.

13 Assignment, subcontracting and sublicensing

13.1 Except as provided in the Agreement, You are not entitled to license, assign, transfer or novate rights and/or obligations under this Agreement.

13.2 We shall be entitled to assign, transfer or novate the benefits and obligations of this Agreement to any government body or nominated subcontractor or, in the event of the transfer of all or any of Our activities or functions to any other entity, to the entity to which Our activities or functions have been transferred. You expressly agree to the assumption of Our obligations under this Agreement by that entity.

14 Partnership, joint venture and agency excluded

14.1 Nothing in this Agreement or any circumstances associated with it or its performance gives rise to any relationship of agency, partnership or employer and employee between You and Us.

15 Entire agreement

15.1 The parties agree that this Agreement and any documents referred to in it constitute the entire agreement and understanding between the parties concerning the subject matter of this Agreement. This Agreement supersedes all understandings, representations and agreements made between the parties concerning such subject matter. Without prejudice to any other clause in this Agreement, any attempt by You to submit alternate terms and conditions, either as part of a purchase order or otherwise, subsequent to the parties entering into this Agreement, is hereby rejected. However, neither party seeks to exclude or limit liability for any fraudulent misrepresentations.

16 Changing the terms of this agreement

16.1 We reserve the right to make changes to this Agreement at any time with or without notice. We will generally post notification of the changes on the Website. You can review the most current version of this Agreement at any time at http://openspace.ordnancesurvey.co.uk/openspace/developeragreement.html, or such other replacement url that We advise. If the changes are unacceptable to You then You may terminate this Agreement in accordance with Clause 8. If You do not terminate this Agreement in accordance with Clause 8 then You will be deemed to have accepted the changes.

16.2 We also reserve the right to release subsequent versions of the OpenSpace API and require You to obtain the most recent version. If a modification or update is unacceptable to You, then You may terminate this Agreement in accordance with Clause 8. If You continue to use the service rather than terminate this Agreement in accordance with Clause 8, You will be deemed to have accepted the modification or update.

17 Waiver

17.1 The waiving (which must be in writing and signed by an authorised representative of the relevant party) on a particular occasion by either party of rights under this Agreement does not imply that other rights shall be waived.

17.2 If a party has a right arising from the other party's failure to comply with an obligation under this Agreement and delays in exercising or does not exercise that right, such delay in exercising or failure to exercise is not a waiver of that right or any other right.

18 Severability

18.1 Each term of this Agreement is a separate term and is intended to stand alone. Should any provision of this Agreement be held to be invalid or unenforceable, such provision shall be severed from the remainder of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law. In respect of such severed provision, the parties shall negotiate in good faith and shall each use their reasonable endeavours to agree the terms of a mutually satisfactory provision to be substituted for the invalid, illegal or unenforceable provision which as nearly as possible validly gives effect to their intentions as expressed in this Agreement.

19 Further assurance

19.1 The parties shall do and execute all such further acts and things as are reasonably required to give full effect to the rights given and the transactions contemplated by this Agreement.

20 Notices

20.1 Any notice required to be given for the purposes of this Agreement shall be given in writing by sending the notice by either:

20.1.1 prepaid first class post;

20.1.2 recorded delivery;

20.1.3 email;

20.1.4 facsimile; or

20.1.5 delivery by hand.

20.2 Any notice shall be sent to the following address/fax number or other contact details:

20.2.1 for Us:

Contact: The OS OpenSpace Representative;
Address: Romsey Road, SOUTHAMPTON, United Kingdom, SO16 4GU;
Telephone: 023 8030 5030;
Facsimile: 023 8079 2615;
Email: openspace@ordnancesurvey.co.uk

20.2.2 for You at the address, telephone, email and facsimile contact details which You have submitted to Us;

20.2.3 or such other contact details as either party shall notify to the other in writing.

20.3 Any notice sent by prepaid first class post or recorded delivery shall be deemed to have been served two (2) business days after posting. Any notice sent by facsimile shall be deemed to have been served on the next business day following sending, provided that electronic confirmation of transmission has been received. Any notice sent by email shall be deemed to have been served on the next business day following sending, provided that electronic confirmation of the email having been opened has been received. Any notice delivered by hand shall be deemed to have been served on the same day if received before 4 pm on a business day, or on the next business day if received after 4 pm.

20.4 Any notice given under this Clause 20 (except as provided in Clause 20.5) shall not be valid unless it is expressly stated to be a notice pursuant to this Clause 20.

20.5 Notwithstanding the provisions in this Clause 20 regarding notices, the parties may communicate by email and otherwise on non-contractual matters.

21 Contracts (Rights Of Third Parties) Act 1999

21.1 Apart from the Controller of Her Majesty's Stationery Office a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any terms of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

22 Jurisdiction and governing law

22.1 This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts in respect of any proceedings issued by either party in connection with this Agreement.

Schedule 1 Open source software and licences

1.1 Ordnance Survey API

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
Neither the name of the Secretary of State for Communities and Local Government, acting through Ordnance Survey nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

This software is provided by the copyright holders and contributors 'as is' and any express or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. in no event shall the copyright owner or contributors be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this software, even if advised of the possibility of such damage.

This software is licensed pursuant to the terms of the BSD Licence, which can be found at the following url: http://www.opensource.org/licenses/bsd-license.php.

1.2 Open layers API

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
Neither the name of MetaCarta, Inc. nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

This software is licensed pursuant to the terms of the BSD Licence, which can be found at the following url: http://www.opensource.org/licenses/bsd-license.php.

1.3 Prototype.JS Version 1.4.0

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the 'Software'), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The software is provided 'as is', without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and noninfringement. In no event shall the authors or copyright holders be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the software or the use or other dealings in the software.

This software is licensed pursuant to the terms of the MIT Licence, which can be found at the following url: http://www.opensource.org/licenses/mit-license.php.

1.4 The Rico Library

Licensed under the Apache License, Version 2.0 (the 'License'); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0

Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an 'as is' basis, without warranties or conditions of any kind, either express or implied. See the License for the specific language governing permissions and limitations under the License.

This software is licensed pursuant to the terms of the Apache Licence v.2, which can be found at the following url: http://www.opensource.org/licenses/apache2.0.php.

1.5 Animator Version 1.1.9

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
Neither the name of BernieCode, nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

This software is licensed pursuant to the terms of the BSD Licence, which can be found at the following url: http://www.opensource.org/licenses/bsd-license.php.

1.6 JSR_Class.JS

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
Neither the name of Yahoo! Inc., nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

This software is licensed pursuant to the terms of the BSD Licence, which can be found at the following url: http://www.opensource.org/licenses/bsd-license.php.

Schedule 2 Usage limits

A single API key shall be able to access up to 30 000 tiles in a given twenty-four (24) hour period. Depending on the dataset accessed, tiles may be either 200 x 200 or 250 x 250 pixels in size.
A single API key shall be able to make up to 1000 requests to the Gazetteer Service in a given twenty-four (24) hour period.
In the event that an API key is registered against multiple URLs then the above Usage Limits shall be shared between all the registered URL's.

For the express avoidance of doubt, You may not create a Web Application which directly or indirectly enables any End‑user to increase the number of tiles accessible beyond that stated at paragraph 1 of this Schedule 2. Only one (1) API Key shall be used per Web Application.

Schedule 3 End‑user licence agreement

The following text shall be seen by a End‑user when a hyperlink entitled 'EULA' appears on Ordnance Survey Data.

Your use of the Web Application is governed by an agreement between 'you' and the Developer. We shall refer to this as the EULA. The terms and conditions below form part of the EULA. Please read the terms and conditions below and ensure that you have understood them. If you do not agree to these terms and conditions, please forthwith cease use of the Web Application, including the Ordnance Survey Data.

Background

Ordnance Survey is the national mapping agency of Great Britain and as such it is responsible for the official, definitive surveying and topographic mapping of Great Britain.
Ordnance Survey has created a mapping data application programming interface (called the OpenSpace API) which allows developers to build experimental, innovative web-based applications using Ordnance Survey's world leading geographical information, for non commercial purposes.
The Developer has created a Web Application using the OpenSpace API. The Web Application consists of, and allows you to access and use, Ordnance Survey mapping via the use of a unique API key embedded in the Web Application.
This EULA governs your use of the Ordnance Survey mapping and related services provided by Ordnance Survey through the delivery of the Web Application. The terms of this EULA do not cover the Web Application itself or any content/data of the Developer or third parties.

3.1 Definitions

'Data' means any text, graphics, audio, visual (including still visual images) and/or audio visual material, software, applications, data, database content or other multimedia content, information and material.

'Derived Data' means any Data that is created by you through your use of the Web Application(s) which is derived directly or indirectly from the Ordnance Survey Data. By way of example, but without limitation, Derived Data would include any Data created by you identifying the location or other attribute of any new feature directly using Our mapping or a feature already present in Our mapping.

'Developer' means the person or entity issuing the Web Application to the general public.

'End‑users' means the persons using the Web Application including you; and 'End‑user' shall be construed accordingly.

'End‑user's Data' means any Data that you own or which you are licensed by a third party to provide under the terms of this EULA, that you display or otherwise provide to the Web Application. End‑user's Data does not include Derived Data that you own pursuant to Clause 2.4. By way of example, but without limitation, End‑user's Data would include any independently sourced GPS trace plotted by you on the Web Application.

'Financial Gain' means a benefit accruing where you, or any third party used by or connected to you, receives any donation, payment, revenue, credit or money's worth in connection with the access, use and/or display on the Web Application, or any part of it, of any Ordnance Survey Data in any format.

'OpenSpace API' means the mapping data application programming interface created by Ordnance Survey which allows developers to build experimental, innovative web-based applications using Ordnance Survey mapping data (which consists of the Ordnance Survey API and various open source softwares).

'Ordnance Survey API' means the object or source code form of Ordnance Survey's proprietary application programming interface software which Ordnance Survey licenses pursuant to the BSD open source licence.

'Ordnance Survey Data' means Data owned by or licensed to Ordnance Survey (including as applicable Derived Data), as may be amended from time to time by Ordnance Survey Updates, which may be accessed and processed by the Web Application.

'Ordnance Survey Updates' means the updates, revisions and amendments to Ordnance Survey Data that We may provide or in respect of which We may provide access from time to time.

'Purpose' means any purpose or activity which: (i) is not undertaken for, or in connection with, any commercial purposes and/or Financial Gain, and/or does not result in any Financial Gain to Developers or End‑users or any third party used by, or in connection with, any Developer or End‑user; (ii) does not seek to exploit, or result in the exploitation of the Ordnance Survey Data for Financial Gain; (iii) does not carry, and/or is not associated in any way whatsoever with, any paid for advertising, promotional content, or sponsorship; and (iv) is not connected to the ordinary day to day activities involved in the internal administration and running of a business, government body or other or organisation, or the display and promotion of the business, government body or other organization, or their services.

'Web Application' means the mashup web application(s) developed by the Developer which is designed to access and Use the OpenSpace API together with the Ordnance Survey Data and which is publicly accessible on the Internet without restriction.

3.2 Proprietary Rights, licence and restrictions

3.2.1 Ownership of Intellectual Property. The Crown (or where applicable Ordnance Survey's suppliers) owns the Intellectual Property Rights in the Ordnance Survey Data which is made available to End‑users through and/or as part of the Developer's Web Application. The End‑user acknowledges and agrees that the EULA conveys a limited right to use the Ordnance Survey Data and does not convey title or ownership to the Ordnance Survey Data to the End‑user. Any third party content included in or accessed through the Web Application, including all associated Intellectual Property Rights, is the sole, exclusive property of the applicable third party content owner.

3.2.2 Licence Grant. The Developer grants to End‑users (i) a personal, non-exclusive, non-transferable, licence, (terminable at will and without any right to sublicense) to request from the Ordnance Survey server the Ordnance Survey Data and use and display the same in connection with the Web Application solely for the Purpose; and (ii) in connection with (i), use any Derived Data created by the Developer but owned by Ordnance Survey. All other rights and permissions are hereby expressly excluded.

3.2.3 Restrictions. End‑user shall not remove or modify any copyright, trademark or other proprietary notice of Ordnance Survey or its licensors affixed to, or contained in the Ordnance Survey Data.

3.2.4 Derived Data. End‑user acknowledges and agrees that in the event that any End‑user creates Derived Data, such Derived Data shall automatically be assigned immediately on creation to Ordnance Survey, save that if any Derived Data is created by any End‑user which is a severable improvement (as defined by Commission Regulation (EC) No 772/2004, known as the Technology Transfer Block Exemption) of the Ordnance Survey Data then such Derived Data shall be owned by the End‑user.

3.2.5 Licence of Derived Data. In respect of any Derived Data Ordnance Survey owns pursuant to Clause 2.4 above, the Developer hereby grants End‑user a perpetual, non-exclusive, royalty-free, paid up, personal licence to use such Derived Data for the Purpose. In respect of any Derived Data an End‑user owns pursuant to Clause 2.4 above, then for the period during which End‑user submits, posts, or displays such Derived Data on the Web Application, End‑user, or Developer (as the case may be), grants to Ordnance Survey a revocable, world-wide, royalty-free, and non-exclusive licence to use, display and distribute such Derived Data solely for the purpose of allowing: (i) Ordnance Survey to deliver the OS OpenSpace service to the Developer and End‑users; and (ii) Developer to deliver the Web Application to End‑users. Such licence will terminate immediately the End‑user and/or the Developer (as the case may be) ceases to use the Web Application to submit, post or display such Derived Data, and/or the Developer ceases to deliver the Web Application.

3.2.6 End‑user's Data. Ordnance Survey does not claim any ownership in the End‑user's Data. However, for the period during which End‑user submits, posts, or displays such End‑user's Data on the Web Application, End‑user, or Developer (as the case may be), grants to Ordnance Survey a revocable, world‑wide, royalty-free, and non-exclusive licence to use, display and distribute such End‑user's Data on End‑user and/or Developer's behalf, solely for the purpose of allowing (i) Ordnance Survey to deliver the OS OpenSpace service to the Developer and End‑users; and/or (ii) Developer to deliver the Web Application to End‑users. Such licence will terminate immediately the End‑user and/or Developer ceases to use the Web Application to submit, post or display such End‑user's Data, and/or the Developer ceases to deliver the Web Application. End‑user hereby warrants to Ordnance Survey that End‑user has all the necessary permissions and authorisations from the owners of any Intellectual Property Rights subsisting in the End‑user's Data to use, and grant licenses to use such Intellectual Property Rights under the terms of this EULA.

3.3 Limited Warranty; Disclaimer Of Warranty

3.3.1 Exclusions. No warranty is given that the Ordnance Survey Data shall meet End‑user's particular requirements, whether operationally, functionally, accurately or otherwise, or that the Ordnance Survey Data shall be suitable for the End‑user's intended purpose or that operation of the Ordnance Survey Data shall be uninterrupted or error free. Under no circumstances shall Ordnance Survey or its licensors be liable for any loss or corruption of End‑user's data.

3.3.2 Disclaimer of Warranties. Ordnance Survey and its licensors disclaim all warranties and conditions, either express or implied, with respect to the Ordnance Survey Data. Ordnance Survey and its licensors further disclaim any warranty that the functions contained in the Ordnance Survey Data shall meet End‑user's requirements or shall operate in combinations or in a manner selected for use by End‑user, or that the operation and/or provision of the Ordnance Survey Data shall be uninterrupted or error free.

3.4 Limitation of liability

3.4.1 Limitation of Liability. Save in respect of death or personal injury to the extent it results from negligence or fraud, Ordnance Survey and its licensors disclaim all liability whether in contract, tort (including negligence) or otherwise for any loss or damage of whatsoever nature arising from any use of the Ordnance Survey Data or from any interruption or failure of any electronic transmission of Ordnance Survey Data.

3.4.2 Exclusion of Consequential Damages. Under no circumstances shall Ordnance Survey and its licensors be liable (i) for costs of procurement of substitute products by End‑user; and (ii) in contract, tort (including negligence) or otherwise for any direct, indirect, special or consequential losses or damages, or any loss of profits, loss of business or loss of contracts.

3.4.3 Remedies of Ordnance Survey. Ordnance Survey and/or its licensors may directly recover from the End‑user all amounts lawfully due in respect of any breaches of the EULA (including but without limitation a breach of clause 2.6) which cause Ordnance Survey damages, losses or costs by such End‑user and furthermore Ordnance Survey shall be entitled to apply for preliminary and permanent injunctive relief against such End‑user, as determined by any Court of competent jurisdiction to enforce the provisions of the EULA.

3.5 Indemnification

3.5.1 End‑user Obligation to Indemnify. The End‑user shall defend the Developer and its licensors, at End‑user's expense, in any third-party suit arising from a claim that End‑user infringed or misappropriated any patent, copyright, trademark or trade secret of any third party (except to the extent End‑user is indemnified by Developer under the EULA).

3.6 Data protection

3.6.1 Data Protection. The Developer shall protect the End‑user's personal data in accordance with all applicable legislation.

3.7 Termination

3.7.1 Termination. The Developer has the right to terminate End‑user's use of the Web Application and/or the Ordnance Survey Data (but not the Derived Data owned by the End‑user pursuant to Clause 2.4) forthwith on notice to the End‑user. On termination of the EULA, the End‑user shall take all steps reasonably possible to return or destroy the relevant Ordnance Survey Data.

3.8 Other terms

3.8.1 Compliance with Laws. The End‑user shall at the least (i) comply with all applicable local and foreign laws and regulations which may govern the use of the Ordnance Survey Data and (ii) use the Ordnance Survey Data only for lawful purposes and in accordance with the EULA. End‑user acknowledges that the Developer and its licensors exercise no control whatsoever over the Ordnance Survey Data and that it is the sole responsibility of End‑user to ensure that such content End‑user transmits and receives by means of the Web Application and/or the Ordnance Survey Data complies with all applicable laws.

3.8.2 Survival: Clauses 1, 2.2, 2.3, 2.4, 3, 4, 5 and 8.3 inclusive shall survive termination of the EULA for any reason.

3.8.3 Governing law and jurisdiction: The EULA shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts in respect of any proceedings issued by any party in connection with the EULA.