Thank you for your interest in the Navionics Web API services. The Navionics Web API is a collection of services that allow you to integrate Navionics Electronic water Charts and outdoor maps [ski and hiking] with Third Party data for use on the internet.
1. Your relationship with Navionics.
1.1 Use of the Service is Subject to these Terms. Your use of any of the Navionics Web API (referred to in this document as the "Maps API(s)" or the "Service") is subject to the terms of a legal agreement between you and Navionics srl a socio
1.2 The Service is made freely available to promote on-the-water activities and the display of Navionics’ charts on the Internet.
1.3 Precedence of Maps APIs Terms. If there is any contradiction between the Maps APIs Terms and other Maps API(s)-related documents (including but not limited to the Maps APIs Documentation), then the Maps APIs Terms will take precedence.
1.4 Changes to the Terms.
Navionics reserves the right to make changes to the Terms from time to time. When these changes are made, Navionics will make a new copy of the Terms available at (http://navionics.com/en/web-api-terms-serviceen) (or such successor URLs that Navionics may designate from time to time). You understand and agree that if you use the Service after the date on which the Terms have changed, Navionics will treat your use as acceptance of the updated Terms. If a modification is unacceptable to you, you may terminate this agreement by ceasing use of the Maps API(s).
2. Accepting the Terms.
2.1 In order to use the Maps API(s) you must agree to the Terms. You can accept the Terms by signing to accept or agree to the Terms.
2.2 Authority to Accept the Terms. You represent that you have full power, capacity and authority to accept these Terms. If you are accepting on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you don't have the legal authority to bind, please ensure that an authorized person from your entity consents to and accepts these Terms.
3. Navionics's Proprietary Rights. You acknowledge and agree that Navionics (or Navionics's licensors and their suppliers, as applicable) own all legal right, title and interest in and to the Service and Content, including any intellectual property rights that subsist in the Service and Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
4. Permitted Uses. You agree to use the Service only for purposes:
(a) that are permitted by the Terms (including the Licenses in Section 6);
(b) that are permitted by any applicable third party contract, law, or regulation in the relevant jurisdictions; and
(c) that comply with all applicable policies or guidelines made available by Navionics, including in the Maps APIs Documentation.
5. Licenses from Navionics to You.
(a) "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
(b) "Content" means any content provided through the Service (whether created by Navionics or its third party licensors), including Electronic Nautical Chart and Lake Map Content.
(c) "Maps API Implementation" means a web-based software application or website that uses the Maps API(s) to obtain and display Content in conjunction with Your Content, according to these Terms.
(d) "Your Content" means any content that you provide in your Maps API Implementation, including data, images, video, or software. Your Content is overlaid on Content and does not include the Content.
(e) ‘You or Your’ – means the Integration Partner for the purposes of this agreement only.
5.2 Service License. Subject to these Terms (including but not limited to Section 8 (License Requirements) and Section 9 (License Restrictions)), Navionics gives you a personal, worldwide, royalty-free, non-transferable, non-assignable and non-exclusive license to use the Service as provided by Navionics, in the manner permitted by the Terms.
Specifically, you understand the following:
5.4 Brand Features License.
(a) Grant. Subject to these Terms (including but not limited to Section 6 (License Requirements) and Section 7 (License Restrictions)), Navionics gives you a personal, worldwide, royalty-free, non-transferable, non-assignable, non-sublicense able, and non-exclusive license to display Navionics's Brand Features solely for the purpose of promoting or advertising your authorized use of the Service in accordance with this Section and for the purpose of fulfilling your obligations under the Terms.
(b) Restrictions. In using Navionics Brand Features, you will not:
(i) display a Navionics Brand Feature in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Navionics, other than your use of the Service, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of, Navionics or Navionics personnel;
(ii) display a Navionics Brand Feature in your Maps API Implementation or on your site if your Maps API Implementation or site contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under 21 years of age;
(iii) have the Navionics logo as the largest logo in your Maps API Implementation or on your website (except as displayed in the map image itself);
(iv) display a Navionics Brand Feature as the most prominent element in your Maps API Implementation on any page of your website;
(v) display a Navionics Brand Feature in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Navionics;
(vi) use Navionics Brand Features to disparage Navionics, its products, or the Navionics Web API Services;
(vii) display a Navionics Brand Feature in your Maps API Implementation or on a site that violates any law or regulation; or
(viii) remove, distort or alter any element of a Navionics Brand Feature (this includes squeezing, stretching, inverting, discoloring, etc.).
(c) No Further License Grant; No Challenges. Except as set forth in this Section, nothing in the Terms will grant or will be deemed to grant you any right, title or interest in or to Navionics's Brand Features. All use by you of Navionics's Brand Features (including any goodwill associated therewith) will inure to the benefit of Navionics. To the maximum extent permitted by applicable law, the following will apply: at no time during or after the Term will you challenge or assist others to challenge the Brand Features of Navionics or the registration thereof by Navionics, nor will you attempt to register any Brand Features (including domain names) that are confusingly similar to those of Navionics in any way (including but not limited to sound, appearance and spelling).
5.6 Determination of Compliance. Navionics reserves the sole right and discretion to determine whether your use of the Service, Content, and Brand Features is in compliance with these Terms.
6. License Requirements. Navionics's licenses above are subject to your adherence to the following requirements:
6.1. General Rules.
(b) Public Access (No Firewall). Your Maps API implementation must not operate (i) only behind a firewall; or (ii) only on an internal network (except during the development and testing phase).
6.2 Responsibility for Breaches. You agree that you are solely responsible for (and that Navionics has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences of any such breach (including any loss or damage that Navionics may suffer).
6.4 Responsibility for specific additions to your content
a. You must include the following text adjacent and no smaller the 10pt in size. ‘ Not to be used for Navigation’
b. Insert the Navionics Logo on the bottom left corner of the Map display area. This logo must be active button and provides a hyperlink to http://www.navionics.com
c. Insert an Acknowledgment link in the bottom center of your map display window no smaller than 10pt text
d. You must disable the print function from the application as described with Maps API documentation
7. License Restrictions.
Except as expressly permitted under the Terms, or unless you have received prior written authorization from Navionics (or, as applicable, from the provider of particular Content), Navionics's licenses above are subject to your adherence to all of the restrictions below.
7.1 Your API Implementation may not allow any form of navigation by using Your and Navionics Content.
7.2 Restrictions on How You May Use the Maps API(s). Except as explicitly permitted in Section 8 (Licenses from Navionics to You) or the Maps APIs Documentation, you must not (nor may you permit anyone else to) do any of the following:
7.2.1. General Restrictions.
(a) No Access to Maps API(s) except through the Service. You must not access or use the Maps API(s) or any Content through any technology or means other than those provided in the Service, or through other explicitly authorized means Navionics may designate. For example, you must not access map tiles or imagery through interfaces or channels (including undocumented Navionics interfaces) other than the Maps API(s).
(b) No Hiding of Identity. You must not hide or mask from Navionics the identity of your Maps API Implementation as it uses the Service, including by failing to follow the identification conventions listed in the Maps APIs Documentation.
(c) No Reverse Engineering. You must not reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof, unless this is expressly permitted or required by applicable law;
(d) No Modification of Search Results. You must not modify, reorder, augment or manipulate search results in any way unless you indicate to the user that this has occurred.
(e) No Modification of Links. You must not modify, replace, obscure, or otherwise hinder the functioning of links to Navionics or third party websites provided in the Content. For the avoidance of doubt, titles for place results must link to the applicable URL provided in the result, unless the title is intended to be selected only for purposes of navigation by an end user accessing your Maps API Implementation from a device with appropriately space-constraining user interface options. In these cases, the title linking to the Navionics-provided URL must be displayed as the top and primary link on the subsequent landing page or user interface component.
(f) No Violation of Navionics Policies. You must not violate any policies in the Maps APIs Documentation or other policies as Navionics may develop from time to time, including but not limited to the Navionics policies below, under which you agree not to:
(i) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
(ii) upload, post, transmit or otherwise make available any inappropriate, defamatory, obscene, or unlawful content;
(iii) upload, post, transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of the rights, or have the permission of the owner or other legal justification to use such content;
(iv) upload, post, transmit or otherwise make available messages that promote pyramid schemes, chain letters, or disruptive commercial messages or advertisements;
(v) upload, post, email, transmit or otherwise make available any other content, message, or communication prohibited by applicable law, the Terms or any applicable Service policies or guidelines;
(vi) download any file posted by another that you know, or reasonably should know, cannot legally be distributed in such manner;
(vii) impersonate another person or entity, or falsify or delete any author attributions or labels of the origin or source of Content, or other material;
(viii) restrict or inhibit any other user from using and enjoying the Service or any other Navionics Web API Services;
(x) delete, obscure, or in any manner alter any brand features, logos, warnings, notices (including but not limited to any copyright or other proprietary rights notices), or links that appear in the Service or the Content;
(xi) interfere with or disrupt the Navionics Web API Services, servers, or networks connected to the Navionics Web API Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Navionics Web API Services;
(xii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Navionics Web API Services or Content or collect information about users for any unauthorized purpose;
(xiii) display content in your Maps API Implementation that falsely expresses or implies that such content is sponsored or endorsed by Navionics;
(xiv) create user accounts by automated means or under false or fraudulent pretenses, or obtain or attempt to obtain multiple keys for the same URL;
(xv) promote or provide instructional information about illegal activities
(xvi) promote physical harm or injury against any group or individual; or
(xvii) transmit any malicious code (including but not limited to viruses, worms, defects, and Trojan horses), or any other items of a destructive nature.
(g) No Use of Content without a Navionics Map. You must not use or display the Content without a corresponding Navionics map, unless you are explicitly permitted to do so in the Maps APIs Documentation, or through written permission from Navionics.
(h) No Use of Maps API(s) outside a Web-Based Application (Except with a Link to Navionics Maps). You must not use the Maps API(s) outside of a web-based application. unless:
(i) your platform does not have a web browser; or
(ii) if your platform does have a web browser, you provide a link that shows the location concerned either (x) in the Navionics Maps native application (if your platform has one); or (y) on the Navionics Maps website.
(i) No Use Beyond Navionics's Server access Limits and Usage Policies. If your Maps API application generates a high volume of server accesses, Navionics reserves the right to set transaction limits, Navionics also reserves the right to set other usage policies in the Documentation from time to time. If you want to engage in use outside these limits or usage policies, please contact the Navionics.
7.2.2 Restrictions against Data Export or Copying.
(a) No Unauthorized Copying, Modification, Creation of Derivative Works, or Display of the Content. You must not copy, translate, modify, or create a derivative work (including creating or contributing to a database) of, or publicly display any Content or any part thereof except as explicitly permitted under these Terms.
(b) No Pre-Fetching, Caching, or Storage of Content. You must not pre-fetch, cache, or store any Content, except that you may store: (i) limited amounts of Content for the purpose of improving the performance of your Maps API Implementation if you do so temporarily, securely, and in a manner that does not permit use of the Content outside of the Service; and (ii) any content identifier or key that the Maps APIs Documentation specifically permits you to store.
(c) With reference to the restrictions described in a) and b) above, You cannot allow the End User accessing your Maps API Implementation to print and geo-reference our Content in a way that would generate a map usable for navigation.
8. Licenses from You to Navionics.
8.1 Content License. Navionics claims no ownership over Your Content, and you retain copyright and any other rights you already hold in Your Content.
8.2 Marketing License. You grant to Navionics a worldwide, royalty-free, non-transferable, and non-exclusive license during the Term to use Your Brand Features and Your Content to publicize or advertise that you are using the Service (for example, by using your marks in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website), or by creating marketing or advertising materials that show screenshots of the Service in which Your Content is featured).
8.3 Authority to Grant Licenses. You represent and warrant to Navionics that you have all the rights, power and authority necessary to grant the above licenses.
9. Terminating this agreement.
9.1 In case you are using the Service free of charge, the Terms will continue to apply until terminated by either you or Navionics as set out below.
9.2 You may terminate your legal agreement with Navionics by removing the Maps API(s) code from your implementation and discontinuing your use of the Service at any time. You do not need to specifically inform Navionics when you stop using the Service.
9.3 Navionics reserves the right to terminate these Terms or discontinue the Service or any portion or feature for any reason and at any time without liability or other obligation to you.
9.4 When this legal agreement comes to an end, those Terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 6 (Navionics's Proprietary Rights); 11.4 and 11.5 (Terminating this agreement); 12 (Exclusion of Warranties); 13 (Limitation of Liability); 14 (Indemnity); and 17 (General Legal Terms).
10. Exclusion of warranties.
10.1 Nothing in these terms, including sections 13 and 14, will exclude or limit navionics's warranty or liability for losses that may not be lawfully excluded or limited by applicable law. some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for certain types of loss or damages. Accordingly, only the limitations that are lawful in your jurisdiction will apply to you, and navionics’s liability will be limited to the maximum extent permitted by law.
10.2 You expressly understand and agree that your use of the service and the content is at your sole risk and that the service and the content are provided "as is" and "as available." in particular, navionics, its subsidiaries and affiliates, and its licensors and their suppliers, do not represent or warrant to you that:
(a) your use of the service will meet your requirements;
(b) your use of the service will be uninterrupted, timely, secure or free from error;
(c) the information obtained by you as a result of your use of the service will be accurate or reliable; and
(d) defects in the operation or functionality of any software provided to you as part of the service will be corrected.
10.3 any content obtained through the use of the navionics web api services is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device, loss of data, or any other damage or injury that results from the download or use of any such content.
10.4 No advice or information, whether oral or written, obtained by you from navionics, or through or from the service or content, will create any warranty not expressly stated in the terms.
10.5 Navionics, its licensors, and their suppliers further expressly disclaim all warranties and conditions of any kind, whether express or implied, including but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
11. Limitation of liability.
11.1 Subject to section 13.1, you expressly understand and agree that, to the maximum extent permitted by applicable law, navionics, its subsidiaries, and affiliates, and navionics's licensors and their suppliers, will not be liable to you for:
(a) any direct, indirect, incidental, special, consequential or exemplary damages that may be incurred by you, however caused and under any theory of liability (including, but not be limited to: contract, tort, common law, or statutory damages; any loss of profit (whether incurred directly or indirectly), Any loss of goodwill or business reputation, any loss of data, cost of procurement of substitute goods or services, or other intangible loss); or
(b) Any loss or damage as a result of:
(i) Any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the navionics web api services;
(ii) Any changes that navionics may make to the service, or any permanent or temporary cessation in the provision of the service (or any features within the service);
(iii) The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the service;
(iv) Your failure to provide navionics with accurate account information; or
(v) Your failure to keep your password or account details secure and confidential.
11.2 The limitations on navionics's liability to you in section 14.1 above will apply whether or not navionics, its subsidiaries, affiliates, licensors or their suppliers have been advised of or should have been aware of the possibility of any such losses or damages.
12.1 You hereby agree to defend, indemnify, and hold Navionics, its officers, directors, agents, affiliates, strategic partners, licensors and their suppliers ("the Indemnified Parties") harmless from and against any claim or liability arising out of:
(a) your use of the Maps API(s) in breach of the Terms or applicable policies;
(b) your Maps API Implementation;
(c) any use by users of your Maps API Implementation;
(d) any claim that your Maps API Implementation or Your Content violates any applicable law, including but not limited to any claim that your Maps API Implementation infringes the rights of a third party.
12.2 You will cooperate as fully as reasonably required in the defense of any claim. Navionics reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the Maps API(s) may be irreparable; therefore, Navionics is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies.
13. Other Content.
13.1 The Service may include hyperlinks to other websites or content or resources. Navionics has no control over any web sites or resources that are provided by companies or persons other than Navionics. You acknowledge and agree that Navionics is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such websites or resources.
13.2 You acknowledge and agree that Navionics is not liable for any loss or damage that may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy, or existence of any advertising, products, or other materials on, or available from, such websites or resources.
14. Language of the Terms.
14.1 Where Navionics has provided you with a translation of the English language version of the Terms, you agree that the translation is provided for your convenience only and that the English language version of the Terms will govern your relationship with Navionics.
14.2 If there is any contradiction between the English language version of the Terms and a translation of the Terms, the English language version will take precedence.
15. General Legal Terms.
15.1 Notices. You agree that Navionics may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service.
15.2 No Waiver. You agree that if Navionics does not exercise or enforce any legal right or remedy available to it under the Terms (or any applicable law), Navionics will not be deemed to have waived its rights or remedies, and those rights and remedies will still be available to Navionics. Any waiver of any provision of these Terms will be effective only if Navionics expressly states in a signed writing that it is waiving a specified Term.
15.3 Severability. If any court of law that has jurisdiction rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
15.4 Third Party Beneficiaries. You acknowledge and agree that each member of the group of companies of which Navionics is the parent, and each of the Indemnified Parties, will be third party beneficiaries to the Terms and that such other companies will be entitled to directly enforce, and rely upon, any provision of the Terms that confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be a third party beneficiary to the Terms.
15.5 Assignment. The Terms may be assigned by Navionics and will inure to the benefit of Navionics, its successors, and assigns.
15.6 Governing Law and Jurisdiction; Injunctive Relief. The Terms, and your relationship with Navionics under the Terms, are governed by the laws of Italy (Court of Milan) notwithstanding the outcome otherwise determined by any conflict of law resolution method, to resolve any legal matter arising from or related to the Terms. Notwithstanding this, you agree that Navionics will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
15.7 Complete agreement. These Terms constitute the whole legal agreement between you and Navionics in connection with, and govern your use of, the Service and Content. These Terms completely replace and supersede any prior agreements between you and Navionics, written or oral, in connection with the Service and Content
IN WITNESS WHEREOF, the parties have caused their respective authorized representatives to enter into this agreement.
Company: Navionics S.r.l.
June 14, 2018