Any reference made in this Agreement to "TWISPER" shall be deemed to have been made to TWISPER International S.A., its subsidiaries, successors, assignees, and affiliates, as well as any company that controls TWISPER International S.A., directly or indirectly, and any other subsidiary of that controlling company.
1. Limited License
TWISPER is operating under Google License. Terms and conditions of using the Google Maps license are available at https://cloud.google.com/maps-platform/terms/.
2. TWISPER for Business Services
3. Restrictions on Use
You may use the TWISPER Services' features, offerings and content for lawful purposes only. You may not (1) enter any information for the purpose of impersonating another person, (2) violate the intellectual property rights of any person, (3) enter offensive details, or (4) use TWISPER for any illegal purposes.
How You Can't Use TWISPER
You can't impersonate others or provide inaccurate information.
You don't have to disclose your identity, but you must provide us with accurate and up to date information (including registration information). Also, you may not impersonate someone you aren't, and you can't create an account for someone else unless you have their express permission.
You can't do anything unlawful, misleading, or fraudulent or for an illegal or unauthorized purpose.
You can't do anything to interfere with or impair the intended operation of the Service.
You can't attempt to create accounts or access or collect information in unauthorized ways.
This includes creating accounts or collecting information in an automated way without our express permission.
You can't attempt to buy, sell, or transfer any aspect of your account (including your username) or solicit, collect, or use login credentials or badges of other users.
You can't post private or confidential information or do anything that violates someone else's rights, including intellectual property.
Moreover, you agree not to block, disable or otherwise affect any advertising, or other features that constitute an integral part of the Software and TWISPER Services, unless you purchase an additional service to disable advertising. In addition, you may not create any software or incorporate into any software any portion of the TWISPER Services or enable communication between the TWISPER Services and any other service except as specifically permitted by TWISPER.
You own the information or other materials you make available to TWISPER, whether publicly posted or privately transmitted through the Web Application (“Content”). You grant TWISPER a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display any Content that you post. This license ends when you delete your Content or your account.
You, and not TWISPER, are entirely responsible for all Content that you upload, post, transmit or otherwise make available via the Web Application. TWISPER does not proactively and routinely screen or monitor the Content posted by others and, as such, does not guarantee the accuracy, integrity or quality of such Content. TWISPER may, in its sole discretion, screen, monitor, refuse or remove any Content, or remove any Content that violates these Terms or is otherwise objectionable. You understand that by using TWISPER, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will TWISPER be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content made available on the Web Application. You agree to bear all risks associated with the use of any Content available in the Web Application, including any reliance on the accuracy, completeness, or usefulness of such Content.
4. Proprietary Rights
TWISPER and its licensors own all intellectual property in the TWISPER Services and the proprietary TWISPER databases, including but not limited to TWISPER components and algorithms, and access to the TWISPER Services' server complex, except intellectual property granted to TWISPER under OpenStreetMap license.
You may not modify, publish, transmit, display, participate in the transfer or sale of, create derivative works or in any way exploit the content of the TWISPER or any portion of it. Except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material owned by TWISPER without the express permission of TWISPER.
No license is granted to you in this Agreement, either expressly or implicitly, to use any trademarks, service marks, names, or logos of TWISPER.
5. Partner Registration
- The User shall be responsible for ensuring that the information the User provides at the time of registration is correct.
- Upon registration, the User shall provide first and last name, phone number, corporate email address and password (hereinafter the ”User Details”). The User Details are personal to the User and may not be used by a third party. The User shall store the User Details in such way as to protect them against unauthorized access. The User is responsible for all use of the Service through the User account.
- If the User suspects unauthorized use of the User Details, the User shall immediately change the User details. In the event TWISPER has reason to believe that the User Details have been disclosed or are being misused in any other manner by any unauthorized person, TWISPER shall be entitled to immediately suspend access to the Service or terminate the Agreement, in accordance with section 12.4(c).
- TWISPER shall be entitled at any time to request that the User changes the User access and shall be entitled to suspend access to the Service until the password has been changed. Changes shall be carried out promptly.
6. User Devices
- The Service requires that the User has access to the necessary Internet connection. The User is responsible for all costs associated with such connection, including data traffic costs, irrespective of the country the User uses the Service.
- TWISPER is not responsible for the User failure to use the Service or for access to the Service being limited due to an overload on the Internet or due to faults or problems relating to computers or other devices, networks, electronics or communications outside of TWISPER’s control.
7. Payments and Fees
- To pay any fee, you must designate and provide information about your credit card (the “Payment Method”). If you provide your payment information, you authorize certain third party service providers, payment card networks and payment processors to receive, store and encrypt your payment information. No refunds or credits will be provided by TWISPER, other than as set forth in these Terms. If your payment provider determines that there are fraudulent charges on your account resulting from use of your Payment Method, please contact us immediately via the methods described in Section 16.
- Fees for the Service shall be payable in accordance with the pricing information available from time to time on the web application or, where applicable, in accordance with the prices charged by third parties under the User agreement with such third party.
- The User shall pay the fee for the following month in advance on the same day of each month which corresponds to the day upon which the User purchased the Subscription (the “Renewal Day”). If the User has been entitled to use a Free Subscription, see regarding payment section 7.5. If TWISPER offers a Fixed-Term Subscription and the User chooses to take out such Subscription, the User shall pay the fee in advance for the entire period in which the Fixed-Term Subscription applies.
- The User may use any of the Payment Methods offered by TWISPER on the Web Application. On each due date for the fee payment, the User agrees to keep sufficient funds for payment of the Service available through the selected Payment Method.
- If the User is granted a Free Subscription, no payment shall be made for the Free Subscription period. A first payment shall be made on the first day after the end of the Free Subscription period (provided the User has not terminated the Subscription before the end of the Free Subscription period) and thereafter on each Renewal Day, which shall occur the same day each month in the following months. On occasion, the Renewal Day can change, for example if the User Agreement became effective on a calendar day that does not exist in any of the following months. Information about the User next Renewal Day is available in the User account information.
- If sufficient funds are not made available by the User on the Renewal Day, TWISPER will provide a “failed payment” notification by email to the email address submitted by the User and will make further attempts to draw the fee from the credit or debit card or other Payment Method that the User has registered. TWISPER may suspend access to the Service if the fee has not been paid on the Renewal Day. Access to the Service will be resumed when payment is made, but the User will not be credited for the time the account was suspended. A resumed account will keep the same Renewal Day as before the suspension.
- In conjunction with a delay in payment, TWISPER shall also be entitled to charge default interest and, in accordance with applicable law, a compensation, statutory reminder fees and, where applicable, collection fees.
- The information about fees, namely prices, taxes and other possible costs, methods of calculation of price detailing the taxes and special costs, total price per period and methods of payment will be provided upon registration.
- Regardless of what is stated in sections 7.2 to 7.8 above, if the User has purchased a Subscription through a third party or if the User has agreed to be invoiced through a third party, the fee will be charged in accordance with that agreement.
- You may elect one of the following Subscription plans and billing options (please note that there might be only one of these options available depending on the Service purchased)
- A monthly Subscription plan (“Monthly Subscription Plan”). The Subscription period for the Monthly Subscription Plan will be for one year, billed on a monthly basis, and will automatically renew unless you cancel your Monthly Subscription Plan at least thirty days prior to the renewal date. You will be billed on or about the same day each month until such time that you cancel
- An annual Subscription plan (“Annual Subscription Plan”). The Subscription period for the Annual Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel at least thirty days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel.
- If you select the Easy Subscription Plan, you can upgrade to the Unique Subscription Plan at any time, renewing the Subscription for a year. If you select the Unique Subscription Plan, you may not downgrade to the Easy Subscription Plan until the end of the Subscription.
8. Permissible Age
- The Service may contain material which is deemed unsuitable for minors and which may be perceived by others as obscene or disturbing.
- The Service is not intended to be used by children without the involvement, supervision and consent of parents or guardians. Parents or guardians who allow children to use the Service shall bear sole responsibility for determining whether the content of the Service is suitable for such child.
- By registering at the TWISPER Services, the User confirms that his age is sufficient for such registration under the applicable laws and/or he has all necessary consents (e.g. parental consents) in full compliance with the applicable laws, including for purposes of data protection laws, otherwise the registration at the TWISPER Services and its using is prohibited.
9. Modifications and amendments
- TWISPER reserves the right to change the fees and other terms and conditions for the Subscription. The User shall be notified of such changes no later than 30 days prior to such changes entering into force. If the User does not accept the notified changes, the User may terminate the Subscription before such changes take effect. If the User does not terminate the Subscription before such changes take effect, the User shall be deemed to have accepted the changes. To the extent the User has already made payment related to a period after such changes take effect, the User will be bound by the previous Agreement for the remainder of such period. Changes that are clearly advantageous for the User shall apply immediately without a right of termination for the User and TWISPER is under no obligation to notify the User of such changes.
- Regardless of what is stated in section 9.1 above, if the User has purchased a Subscription through a third party, and that agreement sets out the User rights with respect to modifications and amendments of the Service, the User rights will instead be governed by the terms and conditions in that agreement.
Information to Users regarding changes and refunds
- Information regarding changes described above will be provided to Users in accordance with section 11 below.
10. Waiver of right of cancellation
By purchasing a Subscription, the User consents to the immediate delivery of the Service including the immediate availability of the content. The User also agrees that there is no right to cancel the Subscription once the delivery of the Service has commenced. If the delivery of the Service has commenced and the User no longer wishes to be bound by the terms for the Subscription, the User must terminate the Subscription in accordance with section 12 below.
- TWISPER may send notices to the User by email, text message, post, invoice or publication on the web application. Such notices may e.g. include relevant information in relation to the Subscription/account, e.g. service updates and modification and changes to the Service. Notifications to the User shall be deemed to have been received by the User immediately when sent by email or text message. Notices sent by post and invoice shall be deemed to have been received by the User three (3) days after the letter or invoice was posted.
- TWISPER shall be deemed to have fulfilled its notification obligation by sending notices to the email address, telephone number or postal address most recently provided by the User to TWISPER, notwithstanding that such address(es) is/are no longer used by the User or is/are otherwise unusable.
12. Term of the Agreement and termination
- A Subscription iis purchased for a period of one (1) year and is automatically extended on the Renewal Day for consecutive periods, according to section 7.3, until the User or TWISPER terminates the Subscription pursuant to its terms and conditions. No fee paid in advance for the relevant period will be refunded and the User has the right to continue to use the Service until the end of that period.
- If the User wishes to terminate the Subscription, the User shall notify TWISPER by email, telephone or through the web application (see section 16 below for contact information). If TWISPER wishes to terminate the Subscription and/or the Agreement, TWISPER shall notify the User by email or telephone.
- In relation to a Fixed-Term Subscription, the Subscription automatically terminates upon the expiry of the period for which the User has paid the fee in advance, unless the User makes a new prepayment prior thereto.
- In addition to the termination provisions above, TWISPER shall be entitled to terminate the Subscription and/or the Agreement with immediate effect and make the Service immediately unavailable to the User upon the occurrence of any of the following events:
- the User is delayed in making any payment for a period of not less than fourteen (14) days
- there is unauthorized use of the Service or if TWISPER has reasonable grounds to suspect that such unauthorized use is occurring;
- the User has in any other manner committed a material breach of contract, or repeated breach of contract.
- In the event TWISPER terminates the Agreement in accordance with section 12.4 (a) – (d) above, the User is not entitled to be refunded any fee paid to TWISPER.
- Regardless of what is stated in sections 12.1 to 12.5 above, if the User has purchased a Subscription through a third party, term and termination of the Service will instead be governed by the terms and conditions in that agreement.
13. Liability, disruptions and outages
- Disruptions, outages and other faults in the Service shall be notified to TWISPER as soon as possible for the User to be entitled to any compensation in accordance with section 13.2. TWISPER shall not be responsible for faults in the Service which are beyond TWISPER's control in accordance with section 6.5 above or other faults due to the use by the User of equipment which is not approved, or which is due to the negligence of the User or a third party.
- TWISPER shall be liable only for disruptions, outages and other faults which are attributable to circumstances within TWISPER’s control for which TWISPER is responsible and which are not covered by section 13.1. In respect of such disruptions, outages and other faults, resulting in the Service not being available for use for a continuous period of at least 24 hours, Users who so request shall be entitled to a reduction in the fee for the Service. The amount that may be deducted shall be calculated on the basis of whole, twenty-four-hour periods during which the fault subsisted, commencing at the time at which the User notified the fault to TWISPER until such time as the fault has ceased. The reduction shall be made by crediting the relevant portion of the monthly fee for the following month. As regards Fixed-Term Subscriptions, TWISPER may instead pay the corresponding amount back to the User. If the User has purchased a Subscription through a third party, TWISPER will not have any liability under this section 13.2, and any complaints must instead be presented to the third party with which User entered into the agreement. The Users are not entitled to any compensation for disruptions, outages and other faults resulting in the Service being unavailable to the extent they are due to maintenance. There are different maintenance periods, the three most common types of maintenance are as follows:
- Monthly scheduled maintenance: Occurs one day per month usually between 01:00 AM and 05:00 AM CET.
- Non-Scheduled Maintenance: May occur between 01:00 AM and 05:00 AM CET if it is necessary from an operation point of view.
- Emergency Maintenance: May occur anytime, in case there is an emergency technical issue which would materially affect the delivery of the Service.
The list set above is not exhaustive. During maintenance periods, the Service may not be accessed.
TWISPER, its subsidiaries, employees, board members, cooperation partners and licensors shall not be liable under any circumstances for any loss or damage incurred by the User or any other party as a consequence of the use of the Platforms or the Service.
The TWISPER Services or any part thereof including, without limitation, any version of the Web Application may be changed, updated, added to, limited or terminated, at any time, temporarily or permanently, without notice, for any reason or no reason by TWISPER in its sole discretion ("Updates"). You agree to bear the risks of and hold TWISPER harmless for any and all effects that the Updates may have on you and your ability to use the Web Application and the TWISPER Services, in whole or in part, as a vehicle navigation system or for any appropriate information searching.
15. Transfer of Rights
TWISPER may transfer, assign sublicense or pledge in any manner whatsoever, any of its rights and obligations under this Agreement to a subsidiary, affiliate, successor thereof or to any third party whatsoever, without notifying you or receiving your consent. You shall not transfer, assign, delegate, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this Agreement.
On all issues related to this Agreement, please use the e-mail address firstname.lastname@example.org.
Copyright (c) 2019 TWISPER INTERNATIONAL SA, Rte des Jeunes 4, 1227 Geneva, Switzerland. ALL RIGHTS RESERVED