1.Structure of contractual documentation
1.1 The Contract consists of and all of the following form its inseparable part:
1.1.1 the Agreement;
1.1.2 these Terms & Conditions; and
1.1.3 Software Development Kit Specification;
the Contract is concluded between the Licensor and the Licensee.
1.2 In case of discrepancies between the Agreement and these Terms & Conditions, the provisions of the Agreement shall prevail.
1.3 The applicability of these Terms & Conditions can only be excluded or restricted by law, regulations or explicit written mutual agreement between the Parties.
2.1 The following words, terms or expressions used in the Contract including any appendices or other documents that form its inseparable part and any modifications and amendments thereof, shall have the following meaning:
'Add-On' means a piece of software, or a functionality, that enhances and/or customizes the SDK; add-ons are provided by the Licensor to the Licensee as agreed in the Agreement or as ordered by the Licensee in line with the Agreement; the Licensee may choose in particular from following add-ons: Text-to-Speech, GEO functionality, Real Time Traffic Service, Emergency Maps, or others as offered by the Licensor; the specification and availability of add-ons as well as applicable Add-On Fee can be found in the Agreement provided by the Licensor.
‘Add-On Fee’ means a fee that the Licensee pays to the Licensor for an Add-On unless agreed otherwise; the add-on Fees are stated for one (1) Add-On to be used with one (1) copy of the SDK.
‘Agreement’ shall have the meaning attached in the clause 1.1 hereof.
“Applicable Law” means
(a) any and all applicable laws, statutes, regulations, by-laws, codes, orders, ordinances, rules, treaties, and any and all orders or judgments of a court or tribunal having jurisdiction, and
(b) any and all applicable official rules, regulations, directives, orders, requirements, policies, guidelines and standards of each competent authority,
that are in existence or come into existence, as the same may be amended, re-enacted, consolidated and/or replaced, from time to time, and any successor to any of the foregoing.
‘Authorised User’ means any Licensee’s employee, independent contractor, and/or End User authorised by the Licensee to use SDK in line with the Agreement.
‘Commercial Code’ means Act No. 513/1991 Coll., Commercial Code, as amended.
‘BLS Account’ means an account on Sygic’s website accessible by the Licensee; access information is provided by the Licensor via email.
‘Contract’ shall have the meaning attached in the clause 1.1 hereof.
‘Copyright Act’ means Act No. 185/2015 Coll., Copyright Act, as amended.
‘Customization Services’ means Services provided by the Licensor when delivering the Customized SDK or otherwise.
‘Customized SDK’ means the computer software (within the meaning of Section 87 et seq. of the Copyright Act) developed by the Licensor or its subcontractor based on change of properties, functionalities, behaviour of the SDK or interoperability of the SDK with other software or device; if the Licensee wishes for the Licensor to develop the Customized SDK, details shall be specified in the Agreement.
‘Discounted Fee’ means the Fee that is after applying a discount lower than Listed Fee and that is specified in the Order.
‘End-Users’ mean Licensee’s customers entitled to use the SDK in line with the Agreement.
‘Fees’ means the fees which shall be paid by the Licensee to the Licensor in line with the Contract; it shall include in particular SDK Fees, Add-On Fees, Map Update Fees, and/or Service Fees or combination of any of these.
‘Licence’ means licence granted, pursuant to Section 65 et seq. of the Copyright Act, by the Licensor to the Licensee to use the SDK.
‘Licensee’ means the company or person identified in the Agreement.
‘Licensor’ means Sygic a. s., company established and existing under the laws of the Slovak Republic, with its seat at Twin City C, Mlynské Nivy 16, 821 09 Bratislava - mestská časť Ružinov, the Slovak Republic, company ID-no.: 35 892 030.
‘Listed Fee’ means regular Software Fee that is specified in the Order.
‘Man-Hour’ means 60 minutes in which the Licensor’s employee or Licensor’s subcontractor provides Services to the Licensee.
‘Map’ means solely maps of the Territory defined in the Agreement; the map is property of the map provider who licensed the map to the Licensor; the specific map provider is to be determined in the Software Development Kit Specification; the Licensor subsequently integrated the map into the SDK and sub-licensed the use of the map to the Licensee.
‘Map Update Fee’ means a fee that the Licensee pays to the Licensor for a Map Update.
‘Minimum Amount’ means the minimum number of copies of the SDK that Licensee commits to order in certain period, both specified in the Agreement.
‘Party’ means the Licensor or the Licensee; the Licensor and the Licensee may also be jointly referred to as the ‘Parties’.
‘Product Key’ means a unique key-code that enables the Authorised User to install and/or use the particular SDK; only the Licensor is permitted to issue product keys for the SDK.
‘SDK’ means a programme specified in the Agreement, protected by the provisions of the Copyright Act, being a combination of the Maps of the Territory and SDK, including Add-Ons (if any), as well as any other future updates and/or customizations of such work or any part thereof; for the avoidance of doubts, the Parties may agree that SDK shall be supplied without Maps; in such case the term SDK does not include Maps.
‘SDK Update’ means any update, fix, new release or enhancement of the SDK.
‘Services’ means Support Services and Customization Services that the Licensor provides to the Licensee in relation to SDK.
‘Service Fee’ means a fee that the Licensee pays to the Licensor for provided Services.
‘Support Services’ means services specified in Article 9 hereof, that the Licensor provides to the Licensee in relation to the SDK, and that are different from Customization Services.
‘Terms & Conditions’ means these Terms &Conditions for SDK which form an integral part of the Agreement, including any appendices or other documents that form its inseparable part and any modifications and amendments thereof, and which regulate rights and duties of the Licensor and Licensee and matters related to the Licence and Services.
‘Territory’ means countries and/or region, as determined in the Agreement, Maps of which are included in the SDK.
3.1 The SDK is the property of the Licensor or third parties from whom the Licensor has obtained rights to sub-license the SDK or any part thereof.
3.2 The title to and all applicable rights, including intellectual property rights and trade secrets, vested in the SDK will remain sole and exclusive property of the Licensor or third parties from whom the Licensor has obtained rights to sub-license the SDK or any part thereof.
3.3 The provisions of Article 3 to 8 of these Terms &Conditions shall, in addition to SDK, apply to the Customized SDK accordingly.
4.Grant of Licence
4.1 The Licensee may use the SDK only for a purpose or in a manner for which the SDK was designed and licensed to the Licensee. The scope of the granted License is defined in the Agreement.
4.2 Except as otherwise stated in the Agreement, the Licensor is expressly forbidden to use the SDK causing or permitting (i) disclosure, display, access, or use of the SDK by anyone other than an Authorised User or End-User and (ii) the loan, publication, transfer of possession (whether by sale, exchange, gift, operation of law or otherwise), sub-licensing, rental, or other dissemination or use of the SDK, in whole or in part, to or for any third party. The Licensee shall not (except as expressly required by law) reverse engineer, decompile, translate, disassemble, or otherwise attempt to discover the source code of the SDK as it contains trade secrets.
4.3 If so agreed between the Parties, the Licensee may adapt or integrate the SDK with Licensee’s software.
5.1 5.1 The Licensor will deliver SDK to the Licensee by providing a download link for downloading SDK and by providing the Product Key (if applicable), via email or BLS Account at the latest seven (7) days after receipt of SDK Fee.
5.2 The SDK shall be considered as taken over by the Licensee at the moment of delivery as described above.
6.1 In case the Licensee orders the SDK including Map Updates, the Map Updates will be available as provided by the Map provider.
7.1 The Licensor shall maintain the right to further develop and update the SDK to newer versions at its own discretion without any limitation.
7.2 The Licensor may, at its free discretion, provide the Licensee with SDK Updates during the period of duration of the Contract and (if applicable) during the period of the sub-license free of charge.
8.1 The Licensor hereby warrants that SDK provided to the Licensee:
8.1.1 is as specified in the Agreement; and
8.1.2 does not contain program code, programming instruction or set of instructions that is intentionally constructed with the ability to damage, interfere with, have viral effects or disable or otherwise adversely affect any computer software at the time of its delivery to Licensee.
To the maximum extent permitted by the Applicable law, the Licensor provides no other warranty.
8.2 In case that the Licensee proves that the aforementioned is not true/correct, the Licensee may request the Licensor to (i) repair SDK so that it is in line with clause 8.1 above; or, if this is not possible, to (ii) provide new SDK.
8.3 Should the SDK show a defect (i.e. non-conformities, malfunctions or other problems) the Licensee shall inform the Licensor in writing immediately with an exact description of the relevant facts together with all other useful information for resolving the issue. The Licensor shall fix correctly reported defects within a reasonable time frame.
8.4 The Licensor shall not be liable to the Licensee or to any third parties for any loss or damage whatsoever or howsoever caused arising directly or indirectly from improper use of SDK or inability to use SDK. The Licensee, the Authorised User and End-User shall be responsible for determination of appropriate uses of the SDK (such as providing correct inputs related to selection of the route, tolls, truck height, etc.) and for establishing adequate and independent procedures for testing the reliability and accuracy of any device on which the SDK shall be used.
8.5 The Licensee is aware that Maps include traffic data, traffic forecasts, additional data content or databases, such as toll fare information, emissions, speed limits, truck attributes, postcodes and POIs, which can never completely display the actual conditions, since a time delay between a change of circumstances and their inclusion in the SDK and database technology cannot be avoided. Such deviations do not constitute a defect. Maps are provided by a third-party map provider and the Licensor is not responsible for the content of the Maps.
9. Support Services
9.1 The Licensor shall provide the Support Services subject to the terms, conditions and limitations specified in the Contract and provided that the Licensee is current on all Fees due under the Contract.
9.2 The Support Services shall include provision of consultancy and advice regarding installation, operation and maintenance of the SDK. Also, general advice regarding reported defects shall be given.
9.3 The Licensee shall have the right to access the web forum at http://www.sygic.com/developers/ where the responses to frequently asked questions from the Licensor’s engineers and from the community can be found. The access to the forum by the Licensee is unlimited.
9.4 Further, the Licensee shall have the right to send to the Licensor questions relating to the SDK to get personalised help. The questions shall be delivered to the email address email@example.com, or other, as may be specified by the Licensor. The Licensor shall handle such questions promptly and make all reasonable effort to react to delivered questions within a reasonable time.
9.5 The Support Services shall be free of charge in case that the total number of Man-Hours of provided Support Services does not exceed ten (10) Man-Hours unless otherwise provided in the Agreement.
10. Customization Services and Customized SDK
10.1 The Licensor shall commence provision of the Customization Services within the term specified in the Agreement.
10.2 The Licensee may request changes in specification of the requested Customization Services. In such case, the Parties shall cooperate to determine the impact of requested changes on pricing, time commitments, scheduling, deadlines and other project factors. The Licensor shall provide changed Customization Services only if the terms of their provision were agreed by the Parties in writing.
10.3 The Customization Services shall be conducted substantially in compliance with the time schedule that is agreed by the Parties by means of email communication or in the Agreement. The time schedule shall include a description of various steps involved in the development process, various development phases with a description of the milestones to be achieved in each stage, estimated dates of completion for each phase of development, allocation of tasks for each phase, a listing of items and input to be provided by the Licensee for each phase, and definition of the deliverable to be provided at the end of each phase and upon completion of the development process. The Licensor shall (i) conduct development and tests in a professional manner, (ii) incorporate into the final version modifications that the tests indicate as necessary, and (iii) conduct such further tests as may be required under the circumstances.
10.4 Upon delivery, the Licensee shall reasonably cooperate in good faith to perform the acceptance of the Customization Services or Customized SDK if applicable. If, according to the specification, a project has more than one phase, after finishing each phase the Licensor presents the results of his work to the Licensee for acceptance testing. In no event shall the acceptance testing process last for more than seven (7) days following the delivery of the Customized SDK or phase delivery unless specifically provided in acceptance testing procedures agreed by the Parties by means of email communication. Following the conclusion of acceptance testing, the Licensee shall, acting in good faith, give written notice of acceptance or rejection of the Customization Services or Customized SDK or phase deliverable. In the event the Customization Services or the Customized SDK is rejected, the Licensee shall detail the reasons for such rejection in a written notice. In particular, the Licensee shall identify in detail the parts of the acceptance tests that form the basis for the rejection. In the event that such written notice is not provided within seven (7) days following delivery of the Customization Services or the Customized SDK or phase deliverable, the Licensee shall be deemed to have accepted the Customization Services, the Customized SDK or the phase deliverable. Following receipt of notice of rejection, the Licensor shall use reasonable efforts to correct any defects identified in good faith by the Licensee.
11. Limitation of Liability
11.1 Should the Licensor breach any obligation hereunder, it shall be liable for the damage caused to the Licensee only if the damage has been caused by his negligence.
11.2 The Licensor's entire liability for all claims or damages arising out of, or related to the Contract, regardless of the fact whether the Licensee acts as a defendant, a claimant or otherwise, shall be limited to and shall not exceed (in the aggregate for all claims, actions and causes of action of every kind and nature) the amount paid to the Licensor by the Licensee under the Contract for the specific item (i.e. SDK) that caused the damage or that is the subject matter of, or is directly related to, the cause of action. By execution of the Contract, the Parties confirm that the amount referred to in the immediately preceding sentence represents the amount of foreseeable damages.
12. Invoicing and Payments
12.1 For the provision of the Licence and Services, the Licensee shall pay the Licensor the fees stated in the Licensor's current price list, unless the Parties have agreed otherwise.
12.2 The Licensor shall issue any and all invoices in accordance with the applicable Slovak tax and accountancy regulations. The Fees shall be paid to the account of the Licensor specified in the respective invoice within fourteen (14) days from the date on which the Licensee received the invoice, unless agreed otherwise in writing,
12.3 The Licensee agrees that the Licensor will issue an electronic invoice that will be sent via email.
12.4 When the Licensee fails to order Minimum Amounts, stated in the Order (if applicable), the Discounted Fee that the Licensee paid shall be considered to be an advance payment and the Licensor may request from the Licensee the difference between the Listed Fee and the Discounted Fee for specific SDK multiplied by the number of copies of the SDK ordered within the relevant period as agreed in the Order. The Licensor may request that the Licensee pays late payment interest of 0,04% per diem on the difference calculated in line with the previous sentence for the period commencing on the date of payment of the Discounted Fee and ending on the date of payment of the Listed Fee as a contractual penalty.
12.5 All Fees payable under the Contract are net amounts and are payable in full, without any deductions for taxes, duties or levies of any kind. In such case the sum payable by the Licensee in respect of which the deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after making the required deduction or withholding, the Licensor receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the Fee which it would have received and so retained had no such deduction or withholding been made or required to be made.
12.6 Licensee will apply a reduced rate of withholding tax (if any) provided for in any applicable double tax treaty only if Licensor furnishes Licensee with such documentation required under the applicable double tax treaty or otherwise satisfactory to Licensee, sufficient to establish Licensor’s entitlement to the benefit of the reduced rate of withholding tax. The Licensee agrees to cooperate in good faith to provide Licensor with such documents and certifications that are reasonably necessary to enable Licensor to recover any tax withheld.
12.7 In case the Licensee does not pay any Fee according to terms of the Contract, the Licensee shall ensure that the Authorised Users stop using that particular copy of the SDK until the Licensee pays the full amount of the applicable Fees. The Licensor may request from the Licensee remote access to devices to block use of the SDK and ensure that the Authorised Users do not use the particular copy of the SDK. If the Licensor finds out that the Authorised User still uses the particular copy of the SDK, the Licensor may block the use of that particular copy of the SDK by any legal means.
12.8 The Licensor may request that the Licensee pays a late payment interest of 0,04% per each (even commenced) day accruing from the due date until the date of actual payment of any and all due payments.
12.9 The Licensee can unilaterally offset only payments with claims that have been ascertained by final judgement or recognised in writing by the Licensor.
12.10 If the Licensee fails to pay Fees due hereunder, the Licensor shall be entitled to disable the activation of copies of SDK that were already delivered but not yet activated.
12.11 In case of changes in the charges of the Map providers or in the content of the provided Map packages which influence the conditions under which the Licensor is able to perform its obligations under the Contract, the Parties either agree new conditions or they may terminate the Contract or the Agreement, with a two months termination period.
13. SDK Use and Right of Audit
13.1 The Licensee may use the SDK only in accordance with the Contract and the provisions of Applicable Law; particularly but not exclusively the Licensee is obliged to comply with the provisions relating to the use of the SDK and number of the Authorised Users and End-Users.
13.2 Based on a request of the Licensor the Licensee shall be obliged to enable the Licensor to conduct an audit and to provide necessary assistance requested by the Licensor (e.g. access to premises, devices, and documents) throughout such audit.
14. Personal Data Processing
14.1 The Licensor shall process personal data provided to the Licensor by the Licensee, solely for the intended performance under the Contract along with the establishment, implementation and termination of the Contract and if required so under the laws of the Slovak Republic.
14.2 The Licensee shall be obliged to ensure that such personal data processing by the Licensor complies with the laws applicable to the Licensor (e.g. the Licensee shall obtain consents with personal data processing by the Licensor from the data subjects).
15. Information on Changes
15.1 The Parties shall notify each other in writing, without undue delay, of any changes in the information contained in the Contract, or any changes affecting the Party’s identity or legal status, or any significant facts and changes that relate to or might have a substantial impact on its transactions or business relationship with the other Party or its ability to fulfil its obligations towards the other Party or of which the Party could reasonably expect to be informed. The Parties shall submit documents evidencing such changes and other information as the other Party may reasonably request. Any change shall become effective against and binding on the other Party on the business day following receipt of such notification, notwithstanding any information contained in any public register.
16.1 The Parties may agree on issuance of a joint press release with regard to their relationship hereunder. No such press release will be issued by either Party unless the form and content of such press release has been previously approved by both the Parties, with such approval to be in the sole discretion of each Party.
16.2 The Licensee shall use its best efforts to accept the Licensor’s branding requirements with respect to the following items:
16.2.1 Splash Screen – Sygic logo must appear on start-up screen for a minimum of two (2) seconds.
16.2.2 Website – Sygic logo must appear on the Licensee website advertising the application and shall be linked to Sygic web site (www.sygic.com).
16.2.3 Map – Sygic logo must appear on the Map.
16.3 The Licensee may use Sygic logo in other material, (such as case studies) only upon prior approval of the Licensor.
16.4 The Licensee hereby expressly agrees that the Licensor may refer to the Licensee in order to prove experience and expertise of the Licensor (i) in any marketing materials of the Licensor and (ii) in any other materials.
17. Transfer to Third Parties
17.1 The Licensor may transfer the rights and responsibilities from the Contract to third parties without the consent of the Licensee. The Licensor will give four weeks’ written notice before such transfer. If the Licensee does not agree to such transfer, the Contract may be terminated. Such termination shall become effective upon delivery of a written termination notice or upon the termination date stated therein.
17.2 Transfer of rights and responsibilities from the Contract by the Licensee to a third party requires prior written permission of the Licensor.
18. Storage of Documentation
18.1 Documentation related to the Contract shall be kept for 10 years following termination of the Contract or for a period specified by the Licensor in accordance with the Slovak law.
18.2 The Licensee agrees that the Licensor may discard/shred files relating to its affairs after the lapse of the period specified above.
19. Term of the Contract
19.1 The Contract is concluded for indefinite period of time and may be terminated in line with the provisions of the Contract.
19.2 The Parties may mutually agree on termination of the Contract to a specific date.
19.3 If either Party materially defaults in the performance of its duties, i.e. in case that the Licensor fails to provide SDK or Services, or the Licensee fails to pay the license fees, and fails to cure the default within fifteen (15) days after written notice thereof to cure the default, the other Party may, by giving written termination notice thereof, terminate the Contract effective immediately.
19.4 The Licensor may terminate the Contract based on a written two months termination notice. The termination shall become effective at the end of the second calendar month following the calendar month in which the termination notice was delivered to the Licensee.
19.5 The Licensee may terminate the Contract based on a written termination notice effective at the end of the calendar year in which the termination notice was delivered to the Licensor, provided that the termination notice has been delivered no later than on 1st October of the calendar year. Otherwise the termination shall be effective at the end of the following calendar year.
19.6 Termination of the Contract, either by notice or by agreement, shall not affect the licences and sub-licenses to SDK granted by the Licensee prior to effectiveness of the termination. Thus, the provisions of the Contract shall remain unaffected until the expiry of the period for which the licences and sub-licences were granted, as if the Contract was not terminated. For the avoidance of doubts, after termination of the Contract, each licence and sub-licence will automatically expire after the period for which it was granted.
19.7 The Licensee’s obligation to pay the Fees shall not cease to exist due to termination of the Contract. The Licensee will reimburse the Licensor for any reasonable legal fees and other costs and expenses incurred by the Licensor in collecting past due amounts. The Parties agree that the amount of reimbursement shall be deemed as a contractual penalty.
19.8 To avoid any doubts, in case of termination of the Contract, the Licensee is not entitled to any refund of Fees paid hereunder.
19.9 The termination of the Contract is without prejudice to the provisions on license fees, limitation of liability, storage of documentation, applicable law and dispute resolution, which shall survive the termination of the Contract.
20. Applicable Law and Dispute Resolution
20.1 The Contract is governed by and construed in accordance with the laws of the Slovak Republic. For the avoidance of doubts, the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby specifically excluded.
20.2 All disputes arising out of or in connection with the Contract including disputes relating to its validity, breach, termination or nullity shall be finally settled by the courts of the Slovak Republic.
21. Final Provisions
21.1 Any provision of the Contract, that is, becomes invalid or is declared invalid or unenforceable, shall be considered severable to the extent of invalidity or unenforceability, and shall be deemed as deleted from the Contract, whereas the rest of the Contract shall remain unaffected, i.e. valid and effective. The Parties undertake to replace the invalid or unenforceable provisions by provisions that nearest approach their intention and purpose under the Contract.
21.2 Nothing in the Contract shall create a partnership or a corporation between the Parties, nor deem either Party the agent of the other Party for any purpose.
21.3 The Terms & Conditions are valid and effective as of the day written herein and are applicable for the Licensee as of the date of effectiveness of the Agreement. The Licensor may unilaterally modify or update the Terms & Conditions, as well as supplement them with additional terms, at any time, and at its sole discretion. The actual version of the Terms & Conditions is available on the Licensor's website. If the Licensee does not agree with the modified, updated or supplemented Terms & Conditions, it shall be entitled to unilaterally terminate the Contract in writing within 14 days after it was informed of the change.