Koordinates Terms of Use

Agreement to terms

1.

Welcome to Koordinates, a web-based service hosted and operated by Koordinates Limited (we, our, us). We provide

(a)

non-registered users (Viewers) with the ability to view data and other publicly accessible information on Koordinates; and

(b)

Registered Users (who get a Koordinates ID) with the additional ability to download data (in accordance with applicable licences) and upload and publish certain amounts of data, as well as other features and services which depend on the plan to which the users or their organisations subscribe, as further described on our website from time to time.

(Please contact Koordinates at info@koordinates.com if you wish to enquire about enterprise terms for use of Koordinates.)

2.

When we use the terms You and Your, we are referring to Viewers and Registered Users; in short, everyone who uses our products and services, whether they are individuals or organisations.

3.

Except as stated in clause 4, by viewing and using Koordinates, You are agreeing to be bound by those of these Terms of Use (Terms) that apply to you. If you are a Viewer but not a Registered User, clauses that can only apply to Registered Users do not apply to you (for example, clauses relating to the uploading of data only apply to Registered Users). If you are a Registered User, all of the Terms of Use apply to you. If you don't like these Terms or don't want to be bound, you are not permitted to use Koordinates.

4.

If you are using our products or services on behalf of a business, government agency or other legal entity (each a Business), you are accepting these Terms on behalf of that Business and you represent and warrant to us that you are authorised to do so. If that Business has a separate agreement with us that governs its use of Koordinates:

(a)

that agreement will take precedence over these Terms in the event of any inconsistency; and

(b)

to the extent that that agreement states that these Terms shall not apply to the Business's use of Koordinates or to use of Koordinates by the Business's personnel when they are using Koordinates on behalf of or as personnel of that Business, these Terms shall not apply (despite your clicking to accept these terms when obtaining a Koordinates ID).

5.

We reserve the right to change these Terms and our privacy policy at any time and will provide You with notice of the change, whether on Koordinates or by email. You accept that notice of a change on Koordinates will be deemed to be notice to You. Continued use of our services after any such changes constitutes Your consent to those changes.

6.

Any new features that enhance or alter Koordinates or any individual product or service, including the release of new tools and resources, shall be subject to these Terms.

Terms with special meaning

7.

In these Terms:

Fees means the charges set out in our pricing plans or otherwise agreed with us, that You (or your organisation) must pay if You wish to obtain and continue to enjoy a product or service for which fees are charged (either now or in the future);

Intellectual Property Rights means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

Koordinates means the Koordinates website available at koordinates.com or any successor URL, including all related sites, subdomains (such as status.koordinates.com), Koordinates APIs and web services, and any sites on Koordinates for which custom domains are used;

Koordinates Limited means the company Koordinates Limited and its legal successors and assigns;

Koordinates Publisher means any Registered User that publishes data on Koordinates; and

references to agreeing to or permitting something "in writing" includes by electronic means.

Access

8.

To obtain access to a product or service not available to Viewers, You need to:

(a)

be a Registered User or, if You are an organisation, authorise one or more members of staff or third parties to be or become Registered Users for your organisation (in accordance with the plan you have purchased); and

(b)

obtain our approval to your account; and

(c)

pay (or have your organisation pay) the applicable Fees (if any) in the manner we prescribe.

9.

Except as expressly permitted by these Terms or agreed with us in writing, You must not sub-license, assign or resell any of Your rights or permissions to use Koordinates or allow any unauthorised person to access or use Koordinates.

10.

Except for open source libraries we release or to which we contribute, You have no right to access the object code or source code of Koordinates unless we grant you permission in writing to do so.

Registration and Koordinates IDs

11.

Unless we agree otherwise, You must be at least 13 years old to become a Registered User or otherwise obtain an account, and You must be human. Accounts / Koordinates IDs registered by “bots” or other automated means are not allowed and may be terminated.

12.

If You register for an account, You will be asked to create a Koordinates ID (username and password). Koordinates IDs are required to access a variety of Koordinates products and services. If Your organisation has registered for and purchased a multi-user plan and authorises You to use Koordinates through the multi-user plan, it will send you an email inviting you to register to enable you to obtain a Koordinates ID.

13.

You are responsible for selecting a secret and strong password and for maintaining the security of your Koordinates ID.

14.

You must also provide your full name, a valid email address and any other information we request to complete the registration process and you must keep these details up to date. Fictitious entries are not permitted.

15.

Each Koordinates ID is personal to an individual living person. A single Koordinates ID shared by multiple people (including by and within a Business) is not permitted. Each individual living person that wishes to use Koordinates must have his or her own Koordinates ID.

16.

You may only maintain one free account. This restriction does not apply to paid accounts.

17.

We may suspend or disable Your Koordinates ID if we consider it necessary for security reasons or if You breach these Terms.

Koordinates APIs and Web Services

18.

We provide various Koordinates APIs and various web services for accessing data and managing Koordinates Sites, as described on our website from time to time. To use these APIs and web services, You will need one or more API keys which, when issued, will be linked to Your Koordinates ID. If You do not have a Koordinates ID, You will need to register to obtain one before You can get an API key.

19.

Any use of the APIs and web services and Your API key is subject to these Terms plus the following specific terms:

(a)

abuse of, or excessively frequent requests to Koordinates via the APIs and web services may result in the temporary or permanent suspension of Your account's access to the APIs and web services. We will determine abuse or excessive usage by reference to API and web services limits specified for Your plan or, if no relevant limits are specified, in our sole discretion and we will make reasonable attempts to warn You prior to any suspension. Suspension may occur until your usage returns below the specified limits or, where no limits have been specified for your plan, we are satisfied that there has been a sufficient reduction in the number or nature of requests;

(b)

we also reserve the right to suspend Your account's access to the APIs and web services in situations where Your plan accommodates Your exceeding specified limits (e.g., with additional payments per so many extra requests) but the level of excess is greater than we would have expected; and

(c)

we reserve the right to modify or discontinue, temporarily or permanently, Your access to the APIs and web services (or any of them) with or without notice. For example (and without limitation), we may need to modify or discontinue access for security reasons or because an API or web service has become deprecated.

Customer Data

20.

You agree to only upload data to Koordinates that you have the right to upload and to comply with any third party licences applying to data you upload. Without limiting that obligation, every time you upload Your and/or third party data (Customer Data) to Koordinates, You warrant and represent to us that You have all requisite rights to upload those Customer Data, and where relevant to make those Customer Data available to others on, Koordinates, and that:

(a)

your uploading of the Customer Data;

(b)

our use of the Customer Data in accordance with these terms; and

(c)

other users' use of the Customer Data in accordance with these terms and any applicable licensing terms or terms of access you apply to or associate with the Customer Data,

will not:

(d)

breach any laws or legally binding codes;

(e)

infringe any person's Intellectual Property Rights or other legal rights; or

(f)

give rise to any cause of action against us or You or any third party,

in each case in any jurisdiction and under any applicable law.

21.

If You upload third party data to Koordinates or copy another Registered User's data into your Koordinates account (see clauses 27-28) that will be accessible to Viewers and/or other Registered Users, you will ensure the third party's licensing terms or terms of access, under which use or access by others is permitted, are displayed with the data or each data layer (as applicable).

22.

If we receive a complaint or claim from a licensor or supplier of any third party data, or if we otherwise have reason to believe You have breached clause 20 or 21, we may give written notice to You to cease using that licensor's or supplier's data and You agree to comply with such notice, which may include deletion of the relevant data.

23.

If we reasonably suspect that You have breached any of clauses 20 to 22 we may:

(a)

remove (either completely or from public access), suspend, amend or delete the relevant Customer Data; and/or

(b)

suspend Your access to Koordinates and/or any or all of our products and services while we investigate the matter.

24.

We will not openly publish any Customer Data that You designate (through self-service functionality within Koordinates) is to be subject to restricted access. To avoid doubt, You accept that if:

(a)

You grant access to such Customer Data to another Registered User;

(b)

that Registered User makes a copy of it into their own Koordinates account; and

(c)

the Registered User changes the default 'private' setting that applies to uploaded and copied data so as to make the Customer Data publicly accessible,

the Registered User (and not Koordinates) is responsible for the open publishing.

Licence to us

25.

We do not claim ownership of Customer Data but You grant us a non-exclusive, perpetual and irrevocable licence, or shall otherwise ensure that we have equivalent rights, to store, copy, parse, reformat, publish and otherwise use the Customer Data and any other content You upload or post to Koordinates for the purposes of operating Koordinates, providing our products and services, fulfilling our other obligations under these Terms and exercising our rights under these Terms.

26.

The licence above includes (without limitation) the right to do things like:

(a)

copy the Customer Data to our database and make backups of it;

(b)

parse it into search indices; and

(c)

display it to and share it with users and enable Registered Users to make copies into their own Koordinates accounts,

except, in the case of (b) and (c), to the extent you have restricted access to it.

Licence to Registered Users

27.

To the extent that You have granted access to other users to the Customer Data You upload or otherwise have on Koordinates (for example, by making the Customer Data public or allowing particular Registered Users to access the Customer Data) (Accessible Customer Data), the Accessible Customer Data:

(a)

may be viewed by others on Koordinates who have access to it; and

(b)

can be copied by other Registered Users who have access to it to their own Koordinates accounts.

28.

In the case of Accessible Customer Data that You own:

(a)

You grant each Registered User who has access to it a non-exclusive, worldwide licence to copy this Accessible Customer Data or parts of it (at the Registered User's election) into the Registered User's own Koordinates account and combine it with other data in their account.

(b)

The licence in (a) applies to Registered Users who have direct access to your published version of the data and to Registered Users who have access through another Registered User who has made a copy of it under the authority of this clause 28 or any other licence you associate with the data.

(c)

If, when a Registered User makes a copy into their own Koordinates account, You had openly published the data, then the Registered User may likewise openly publish the Registered User's copy as long as the Registered User complies with your licensing terms (if any).

(d)

If, when a Registered User makes a copy into their own Koordinates account, You had not openly published the data, then the Registered User is not permitted to openly publish the data unless the licence you associate with the data allows the Registered User to do so or You otherwise allow the Registered User to do so.

(e)

Whether Registered Users have any additional rights in relation to Your Accessible Customer Data depends on the licence(s) (if any) that you have applied to the Accessible Customer Data.

29.

In the case of Accessible Customer Data that You do not own and that is owned by a third party, You are responsible for ensuring that the data is licensed or otherwise made available under terms that grant the permissions referred to in clause 28 to other Registered Users who have access to it (whether directly or indirectly as described in clause 28(b)). Whether Registered Users have any additional rights in relation to this Accessible Customer Data depends on the licence(s) or access rights that the third party has applied to the Accessible Customer Data.

30.

Clauses 28 and 29 do not limit any rights or freedoms conferred on other Registered Users by the licences that you associate or a third party has associated with the Accessible Customer Data.

31.

Once another Registered User has made a copy of Your Accessible Customer Data into their own Koordinates account as permitted by clauses 27-29, You will not seek to prohibit the Registered User from retaining and using their copy in accordance with those clauses, even if You decide to remove your version of the data from Your own Koordinates account or restrict access to it. This clause 31:

(a)

is subject to any separate terms we have agreed with you that expressly override this clause; and

(b)

does not limit our rights under clause 22. For example, if You remove Accessible Customer Data because you discover it infringes a third party's rights and we receive a complaint relating to other Registered Users' publication of that data, we may elect to require those Registered Users to remove it or we may elect to delete it.

Our intellectual property rights

32.

Except for Customer Data, open source components and other third party components and services, and unless otherwise indicated, we or our licensors are the exclusive owners of the Intellectual Property Rights in Koordinates and in content on Koordinates.

33.

You may not use our Intellectual Property Rights and content unless authorised to do so under these Terms or otherwise by us in writing.

Use of third party data

34.

You acknowledge that the use of third party data (whether uploaded by You or made available by us or anyone else) may be subject to separate licences or agreements. It is not our role to enforce compliance with such licences or agreements but You agree with us that you will comply with those licences or agreements when accessing and using the third party data.

Fees and account upgrades and downgrades

35.

You (or your organisation) must pay all applicable Fees (if any) by their due dates and in the manner we specify. Fees are subject to change on 30 days' notice, with revised Fees applying from the date of the currently paid-up period. Such notice may be provided at any time by our posting the changes to Koordinates.

36.

All Fees are exclusive of all taxes, levies or duties imposed by taxing authorities or law, and you shall be responsible for payment of all such taxes, levies or duties that may be payable in your jurisdiction. For example, customers in New Zealand will be charged goods and services tax in addition to the Fees.

37.

If You upgrade from a free account to a paid account, we will bill You immediately unless otherwise agreed. If you upgrade from one paid account to another paid account and have been paying by way of a credit card, You agree that we may charge Your credit card for any increased amount at the next billing cycle.

38.

Our Fees are charged in advance on a monthly or annual basis or as otherwise agreed. There will be no refunds or credits for partial periods of service, no upgrade/downgrade refunds and no refunds for periods during which You elect not to use Your account.

39.

If You are able to and do change from a monthly to an annual or other agreed billing cycle, we will bill You for the full annual or other agreed period at the next monthly billing date.

40.

You acknowledge that downgrading Your account may cause a loss of data, features or the capacity of Your account. We do not accept any liability for such loss. We suggest that, before downgrading, You review the features and any capacity limits of the account type to which You propose to downgrade and, where relevant, delete and/or backup data as may be required.

41.

If You don't pay Fees owing to us when due, we may require You and You agree, to pay on demand, default interest on any amount You owe us at 10% per annum calculated on a daily basis, from the date when payment was due until the date when payment is actually made by You. We also reserve the right to suspend or terminate Your account if You fail to pay or are late in the payment of applicable Fees and/or interest. You acknowledge and accept that this may result in a loss of data.

Support plans

42.

If You (or your organisation) have purchased an optional support plan, we will provide support in accordance with that plan.

Indemnity

43.

You will indemnify us and keep us indemnified against all liabilities, damages, losses, costs and expenses (including legal expenses) suffered or incurred by us and arising as a result of any breach by You of any of these terms. This clause does not apply to any government department or government agency to the extent that, under specific legislation applying to it, it is either not permitted to grant an indemnity or can only grant an indemnity if expressly authorised by its chief executive or a Minister, Secretary or equivalent person in accordance with procedures specified in the specific legislation.

Cancellation and termination

44.

If You are a Registered User, You are responsible for properly cancelling Your account. You can cancel Your account at any time by contacting Koordinates Support at support@koordinates.com or by utilising any other cancellation process (if any) that may be published on our website from time to time. Your account will not be cancelled until you receive an acknowledgement of receipt from us (we seek to process cancellation requests as soon as possible).

45.

All of Your Customer Data and other content will be deleted from Koordinates upon cancellation or within a reasonable period afterwards. This information cannot be recovered once Your account is cancelled. It is, therefore, Your responsibility to export any Customer Data or other content within Your account and site(s) that You wish to retain before cancelling Your account.

46.

If You are a paying customer and cancel Your account before the end of Your current paid up month or year (as applicable), Your cancellation will take effect at the end of the relevant month or year and You will not be charged again.

47.

We may suspend Your access to Koordinates and/or the provision of any of our services, or terminate Your account, in each case with or without notice, if You breach any of these terms.

48.

Koordinates Site holders may suspend or terminate your access to their Sites or to particular datasets on their Sites, in each case with or without notice, if you breach any term of this agreement with us that is relevant to the operation of their Sites and the use of data on those Sites, including without limitation clause 34 relating to the use of third party data. This clause 48 is intended to be for the benefit of Koordinates Site holders and to be enforceable by them under the Contract and Commercial Law Act 2017.

49.

We also reserve the right to suspend or terminate our provision of the Koordinates products and services or any part of them, as well as the right to refuse service to anyone, for any reason at any time.

Agreement to privacy policy

50.

Our treatment of Your personal information is described in our privacy policy at https://koordinates.com/privacy-policy/. In agreeing to these Terms or using Koordinates , You will be taken to have read and agreed to the terms of that privacy policy.

Disclaimers and exclusion of liability

51.

You acknowledge that Koordinates products and services (including all associated and third party services), all Koordinates Publishers' data, all Koordinates Sites and their owners' data and all other content displayed on or otherwise available from the Koordinates websites are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, all warranties and representations in relation to such products, services, sites, data and content are excluded. Without limitation to the breadth of this clause, You acknowledge that we do not and that Koordinates Publishers and Koordinates Site owners do not warrant or represent that any such products, services, sites, data or content will operate without interruption or will be error-free. If You are a business, You also acknowledge that You are acquiring services in connection with Koordinates for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply to these Terms or Your purchase of products or services under them.

52.

We and all Koordinates Publishers and Koordinates Site owners disclaim and exclude, and You expressly understand and agree that we and Koordinates Publishers and Koordinates Site owners will not be liable for, any direct, indirect, incidental, special, consequential, exemplary or other damages, losses, expenses or costs of any kind and on any legal basis (including negligence), including but not limited to any and all damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from:

(a)

Your use of or inability to use Koordinates or related services, any Koordinates Site, Customer Data or other data or content on or linked to from Koordinates;

(b)

Your use of our APIs and web services or third-party products or services that access data via the APIs and web services;

(c)

unauthorised access to or alteration of Your transmissions, Customer Data or other data or content;

(d)

statements or conduct of any third party on Koordinates; or

(e)

any other matter relating to Koordinates or our services.

53.

Clauses 51 and 52 are intended to be for the benefit of us and all Koordinates Publishers and Koordinates Site owners and to be enforceable by Koordinates Publishers and Koordinates Site owners under the Contract and Commercial Law Act 2017.

Koordinates Site holder compliance with privacy and anti-spam laws

54.

If you are the holder of a Koordinates Site you agree that you will, in relation to your use of Koordinates and your Koordinates Site, comply with all privacy and anti-spam laws that apply to you.

General terms

55.

You warrant and represent to us that You have the legal right and authority to enter into these Terms and perform Your obligations under them.

56.

To avoid doubt, the latest version of these Terms applies to all Customer Data you add or have added to Koordinates, regardless of when you added the Customer Data and whether you added Customer Data prior to implementation of the latest version. The latest version is deemed to apply as if it had been in place when you first registered with Koordinates.

57.

You must not:

(a)

modify, adapt or hack Koordinates;

(b)

make or modify Your own or any other website or application to appear as if it is affiliated with, or endorsed or sponsored by, Koordinates or us or otherwise falsely imply an association with Koordinates or us;

(c)

frame, embed or otherwise re-publish or re-distribute Koordinates (or any part of it) in another website or application, or by any other means, unless authorised by us (for example, by our provision to You of embeddable code for such purpose); or

(d)

use our branding assets (such as but not limited to our logo) except as expressly authorised by us, either in writing to you or through, for example, a published trade mark or similar usage policy.

58.

You promise:

(a)

not to upload or transmit to or from Koordinates any material (including datasets, comments and feedback) that is obscene, defamatory, threatening, invasive of privacy or that is otherwise, in our opinion, injurious or objectionable, including any worms or viruses or any code of a destructive nature; and

(b)

to comply with any usage or other guidelines posted to Koordinates from time to time.

59.

You agree that we may implement limits, through the usage guidelines mentioned above and/or technical means, on how much data a Registered User is able to download per specified time period (e.g., hour, day, month). We may elect to implement such limits for free and/or paid services.

60.

Abuse of any kind of our customers, employees, members or officers may, at our discretion, result in immediate account termination, without refund of any Fees already paid.

61.

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

62.

Unless otherwise expressly agreed in writing, these Terms constitute the entire agreement between You and us and govern Your use of Koordinates and our products and services, superseding any prior agreements between You and Koordinates (including, but not limited to, any prior versions of these Terms).

63.

If any provision of these Terms or its application to any person or circumstances is held to be illegal or unenforceable:

(a)

such provision will continue to apply, to the maximum extent permitted by law, to other persons or circumstances not affected by the illegality or unenforceability;

(b)

the illegal or unenforceable provision will be deemed to be amended to reflect the original intention as nearly as possible in accordance with applicable law in respect of those persons or circumstances giving rise to the illegality or unenforceability; and

(c)

the remainder of these terms of use shall continue in full force and effect.

64.

These Terms are governed by New Zealand law. Without limitation to our ability to secure interim relief in any jurisdiction, You agree to submit to the exclusive jurisdiction of New Zealand courts in relation to any dispute concerning these Terms, their formation or Your use of Koordinates.

Enquiries or complaints

65.

If You have any enquiries or complaints, please address them to:

Koordinates Customer Care
PO Box 1604
Shortland St
Auckland 1140
NEW ZEALAND
support@koordinates.com

Date of last update

These Terms were last updated on 12 December 2019.