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License and Services Terms and Conditions

This Terms and Conditions («Terms and Conditions») is a public offer of 2GIS Advertising- a company having its registered office at Empire Heigths, Tower A, office 1601, PO BOX 126355, hereinafter referred as 2GIS, and contains all the essential terms of the provision of services.

Agreement Definitions «Customer», «You» and «your» refers to the individual or other legal entity that has executed this Terms and Conditions and ordered Services from 2GIS Advertising. Entering into this Terms and Conditions, on behalf of an individual or other legal, you represent that you have the authority to bind such entity to this Terms and Conditions. If you do not have such authority, or if you do not agree with this Terms and Conditions you may not use the Service and should refuse to conclude it.

A. DEFINITIONS.

1. In this Terms and Conditions (unless the context otherwise requires), the following words and phrases shall have the following meaning:

1.1 «Affiliate» shall mean a person which is controlled directly or indirectly by such party or a person which controls directly or indirectly such party or is under common control with such party, where «control» means a prevailing ownership of the issued voting stock of the relevant person or any other means to determine its policies or decisions.

1.2 «Derivative Works» shall mean all analogue, digital or other CUSTOMER works (software, products, systems, services and/or applications) that are created from and/or based in any way on the 2GIS Data.

1.3 «End User» shall mean any entity or person who receives or uses the Derivative Works or the CUSTOMER Products and Services for personal or internal use with no right to sublicense.

1.4 «Intellectual Property Rights» shall mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world available under applicable laws for the protection of intellectual property.

1.5 «CUSTOMER Products and Services» shall mean any products or services made by or for CUSTOMER and/or its Affiliates, using the 2GIS Data.

1.6 «Contract» shall mean the Contract formed comprising the 2GIS Quotation, Invoice and this Terms and Conditions;

1.7  «2GIS Data» shall mean any and all data extracted from the  Software Products, more specifically described in Exhibit(s) attached hereto.

1.8. «Software Products» shall mean Business listing and/or Digital maps, as defined in the 2GIS License Agreement posted and/or available on the Internet on the specific network address, as well as all their subsequent updates and modifications, required to be installed on the end-user hardware or to be accessed through network.

1.9. «Business listing» - electronic directory, which includes information on name, location, phone number, e-mail and web sites, types of goods produced and sold (work done, services rendered) and other information about the organizations and individual entrepreneurs located within the territory of UAE, as well as about other organizations at the discretion of the their owner.

1.10. «Digital map» - an electronic plan included GIS data about geographic objects and communities within the territory of UAE.

1.11. «Quotation» shall mean a statement setting out the cost and special conditions, determining specific attributes of 2GIS Data for a particular service transaction.

2. In these Terms and Conditions (unless the context otherwise requires) the words "including", "include", "for example", "in particular" and words of similar effect shall not limit the general effect of the words that precede them. Words importing the singular shall include the plural (and vice versa). References to a clause are references to the clause of, or to, this Terms and Conditions.

B. APPLICATION

1. The CUSTOMER agrees that:

1.1. This Terms and Conditions shall govern and be incorporated into the Contract, and prevail over any terms or conditions (whether or not inconsistent with these Conditions) contained or referred to in any correspondence or documentation submitted by the CUSTOMER or elsewhere or implied by custom, practice or course of dealing; and

1.2. This Terms and Conditions together with the 2GIS quotation, acknowledgement or accepted by the CUSTOMER shall form part of the Contract.

1.3. Payment for services, specified in Quotation is confirming the adoption and acceptance of the following Terms and conditions and conclusion of a Contract.

C. SUBJECT OF THE TERMS AND CONDITIONS

1. The 2GIS for the consideration (payment) shall render to CUSTOMER the services of extracting of the 2GIS Data from 2GIS Software Products, consisting of the Digital Maps and the Business Listings of UAE and providing of extracted Data to the CUSTOMER (the Service).

2. The CUSTOMER undertakes not to publish the provided 2GIS Data in the press or otherwise make it available to the general public, disclose or trade it to third parties except otherwise stated in this Terms and Conditions, and shall use the provided data only for its internal use and purposes defined herein, unless otherwise agreed by the parties.

D. RIGHTS GRANTED

1. Upon CUSTOMER’s acceptance of this Terms and Conditions, Quotation and payment of Invoice you have the limited, perpetual, irrevocable, non-exclusive, non-transferable, non-sublicensed, worldwide license to:

1.1. use the 2GIS Data including, but not limited to, further modifying, processing, reproducing, enhancing, compiling and/or organizing all or any portion of the 2GIS Data and incorporating the 2GIS Data with or into the 2GIS Derivative Works, Products and Services for distributing and/or reproducing to End-Users. All Derivative Works must include the following copyright notice [Product] © [YEAR] 2GIS;

E. COST OF SERVICES AND PAYMENT PROCEDURE

1. The costs of services are determined by the 2GIS in Quotation and invoice.

2. Payment for Services under this Terms and Conditions shall be made on the basis of 100% prepayment and in the manner prescribed herein.

3. The CUSTOMER is solely responsible for the accuracy of payments. The moment of payment is considered after receipt of funds to the 2GIS’s bank or merchant account.

F. REPRESENTATIONS AND WARRANTIES

1. 2GIS warrants that:

1.1. it has all right and title, including all Intellectual Property Rights, in and to the 2GIS DATA necessary to supply the Data to Customer and grant the license herein,

1.2. the 2GIS Data does not infringe the Intellectual Property Rights of a third party and

1.3.  the DATA and provision to CUSTOMER hereof hereunder complies with all applicable laws and regulations.

2. Nothing stated herein shall be deemed to grant, transfer, assign or set over unto CUSTOMER any right, title, interest or ownership of the 2GIS Data, other than expressed hereby.

3. 2GIS shall not provide any representations or warranties that the 2GIS DATA will be accurate and meet expectations of the Customer. 2GIS shall not be responsible for the completeness and accuracy of the information extracted from 2GIS Business Listing, and is in no way relates to materials which are independently added by third parties into 2GIS Business Listing, and shall not be obliged to carry out verification of the content, authenticity and safety of such materials or their components, and to conduct any check in regard to their compliance with the requirements of the applicable law, and due authority of such persons to use such materials.

6. CUSTOMER warrants that he/she is familiar, agree, fully and unconditionally accept all the terms of this Terms and Conditions in the form in which they are presented.

G. SUCCESSORS AND ASSIGNS

1. Customer shall not be entitled to assign or otherwise transfer any of its rights, or obligations under this Agreement, including to its Affiliates among others, without the prior written notification to the 2GIS.

H. LEGAL RELATIONSHIP

1. This Agreement does not constitute a partnership or agency between the parties. Neither party shall assume or create any obligation or liability on behalf of the other party to this Agreement in any manner whatsoever.

I. CONFIDENTIALITY

1. Each party agrees that the contents of this Agreement are confidential and shall not be disclosed to any third party (other than such party’s Affiliates) without the prior written permission of the other party except as required by law or by order of a court of competent jurisdiction provided that the disclosing party will provide to the other party prompt notice of such required disclosure and comply with any protective order imposed on such disclosure.

2. Each party agrees that all business, technical, financial and other information that it obtains from the other is the confidential property of the disclosing party («Confidential Information» of the disclosing party). Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not use or disclose any Confidential Information of the disclosing party and shall similarly bind its employees in writing; provided nothing herein shall prevent the receiving party from providing Confidential Information of the disclosing party to the receiving party’s Affiliates subject to the restrictions set forth herein. The receiving party shall be responsible for compliance by its Affiliates with such restrictions. Upon termination of this Agreement or upon request of the disclosing party, the receiving party will return to the disclosing party or destroy (and certify such destruction) all Confidential Information of such disclosing party, all documents and media containing such Confidential Information and any and all copies or extracts hereof. The receiving party shall not be obligated under this Section with respect to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; or (ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; or (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party without access to such Confidential Information; or (v) is required to be disclosed by law or by order of a court of competent jurisdiction.

J. TERM AND TERMINATION

1. The term of the Contract shall be perpetual.

2. The CUSTOMER shall terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the 2GIS written notice, whereupon the 2GIS shall discontinue all work on the Contract. The CUSTOMER shall pay the 2GIS fair and reasonable compensation for work-in-progress at the time of termination if any, but such compensation shall not include loss of anticipated profits or consequential loss.

3. Either party may terminate this Contract by written notice if the other party fails to cure any material breach of this Contract within thirty (30) calendar days of receipt of written notice. The foregoing shall not limit any other rights or remedies available to the aggrieved party.

4. Either party may terminate this Contract immediately if any of the following events occur affecting the other party: (a) voluntary bankruptcy or application for bankruptcy; (b) involuntary bankruptcy or application for bankruptcy not discharged within 60 days; (c) appointment of receiver or trustee in bankruptcy for all or a portion of the other party’s assets; or (d) an assignment for the benefit of creditors.

K. LIABILITY AND IDEMNITY

1. In no cases, 2GIS shall be liable for any lost profit of the Customer.

2. Should the Customer violate its obligations specified in paragraph C.(2) above, the 2GIS shall be entitled to collect from the Customer a penalty in the amount of AED 50,000.- for each case of such proven violation.

3. For non-performance or improper performance of their obligations hereunder the Parties shall be liable in accordance with the current legislation of the UAE and the provisions of this Terms and Conditions.

4. The penalties, any refund and compensation provided for by this Terms and Conditions be paid by the CUSTOMER within five (5) working days from the date when the relevant invoice is issued by the 2GIS.

5. The payment of any penalties in case of improper performance or non-performance by any Party of its obligations hereunder shall not release such Party from the duty to duly execute the obligations in question.

6. The penalties specified hereunder shall be applied at the request of the Party which is entitled to collect thereof. Failure to collect any penalties shall render such penalties are not subject to charge or payment.

7. Except as otherwise provided in this section, each Party shall be solely responsible for paying its own taxes (including, without limitation, corporate tax, income tax, consumption tax, sales tax, use tax, VAT, excise, and other similar taxes), use fees and similar charges imposed on the remuneration received by each Party in accordance with this Terms and Conditions.

L. FORCE MAJEURE

1. The Parties shall be relieved from liability for partial or full non-performance of obligations hereunder, if such non-performance was a result of force majeure events, occurred after execution of the Contracr as a result of extraordinary events that the Parties could not foresee or prevent by reasonable means, including, inter alia, fire, acts of God, wars, prohibitions or restrictions of activity by state bodies or any other similar cause.

2. Period for performance by the Parties of their obligations hereunder shall be shifted correspondent to the period during which the force majeure events are in force. The occurrence of such events shall be confirmed by the relevant state authorities

3. The Party whose performance of its obligations hereunder is prevented by a force majeure event shall notify the other Party of the occurrence of the force majeure event not later than 5 days from the moment of occurrence of such events. Upon cessation of the force majeure events, the Party relying upon it shall immediately report such cessation to the other Party.

4. If either an event of Force Majeure continues for more than one (1) month, either Party shall have the right to terminate the Contract or relevant attachment hereto unilaterally. In this case neither Party has a right to demand holding the other Party liable for non-performance of its obligations resulted from force majeure events. In this case the Party shall carry out the settlements in relation to indebtedness occurred before receipt of a written notification by one of Parties not later than 10 business days after the termination of the Contract.

5. Failure or delay to inform the other party shall deprive a Party of a right to refer to any of the above mentioned events as a ground for relief from liability for non-performance of its hereunder.

M. GOVERNING LANGUAGE

1. This Terms and Conditions has been executed in English. In the event any translation of this Terms and Conditions is prepared for convenience or any other purpose, the provisions of the English version shall prevail.

N. GOVERNING LAW

1. This Terms and Conditions shall be governed by and construed in accordance with the Federal laws of the United Arab Emirates and the laws of the Emirate of Dubai.

O. ARBITRATION

1. In the event of any dispute or difference between the parties in relation to or arising from this Terms and Conditions including but not limited to the formation, performance, interpretation, nullification, termination or invalidation of this Terms and Conditions, the matter shall be referred to arbitration.

2. Any arbitration shall take place at the Dubai International Arbitration Centre in Dubai. The arbitration shall be conducted in English in Dubai in accordance with the provisions set forth in the Rules of Dubai International Arbitration Centre. The Arbitral Tribunal shall comprise of three arbitrators, one appointed by each of the Parties and a third one, who shall preside the Arbitral Tribunal shall be elected by the party appointed arbitrators. The award of the Arbitral Tribunal shall be written in English with an official translation in Arabic. The award shall be final and binding on the Parties.

3. Nothing in this Clause shall prevent either of the Parties from applying to any competent court for injunctive relief to protect their valid interests.

P. NOTICES.

1.  All notices required or permitted under this Terms and Conditions must be in writing and delivered by hand, fax, electronic mail or nationally recognized overnight courier addressed to CUSTOMER or 2GIS at the addresses, respectively, set forth at the Invoice, or at such other address as either party shall have furnished to the other in writing. All such notices and other written communications shall be effective (1) if sent by internationally reputable courier, three business days after mailing or such shorter period to the extent such courier confirms the earlier receipt by the other party and (2) if sent otherwise, upon delivery.

Q. MISCELLANEOUS

1. The 2GIS reserves the right to modify, update, add, delete, revise and change this Terms of Conditions at any time. Such changes are effective, and Customer agrees to be bound by such changes, from the date the changes are posted to the Website http://law.2gis.ae/services-conditions.

2. No waiver will be deemed effective unless set forth in writing and signed by the party charged with such waiver, upon the other party’s prior written consent and no waiver of any right arising from any breach will be deemed to be a waiver or authorization of any other breach or of any other right arising under this Agreement.

3. If any provision of this Terms and Conditions is held to be invalid, illegal, or unenforceable, the remaining provisions hereof shall be unaffected hereby and remain valid and enforceable as if such provision had not been set forth herein. The parties agree to substitute for such provision a valid provision that most closely approximates the intent of such severed provision.

4. The following paragraphs: Representations and Warranties, Liability and Indemnity,  Confidentiality, Term and Termination, shall survive any termination of this Agreement.

5. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Terms and Conditions.

6. The time of conclusion of the Contract shall be the moment of payment enrollment to the Contractor’s account.