Last updated on October 02, 2022 21:39 CEST.
1.1 Agreement: “License Agreement.”
1.2 Licensee: “The one wishing to obtain a license to use the product of the Licensor (hereinafter, the Software).”
1.3 Licensor: “The one willing to grant to the Licensee a non-exclusive, non-transferable License to use the Software for the term and specific purpose set forth in their Agreement.”
1.4 License Fee: “The amounts specified in the invoice you will receive when applying for a Software License; and such amounts as may be agreed by the parties in writing.”
1.5 Commencement Date: “The data when the Licensee gets access to the software, as agreed between the Licensor and Licensee.”
1.6 Intellectual Property Rights: “All intellectual property rights wherever in the world, whether registerable or unregisterable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs.”
1.7 Schedule: “Any schedule attached to the main body of this Agreement, giving more information about the details agreed between the Licensor and the Licensee.”
1.8 Software: “The software identified in the Software Specifications of Schedule A.”
1.9 Software Defect: “A defect, error or bug in the Software having an adverse effect on the appearance, operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:
- any act or omission of the Licensee or any person authorized by the Licensee to use the Software;
- any use of the Software contrary to what is written in the Software Specifications (part 1) of Schedule A by the Licensee or any person authorized by the Licensee to use the Software;
- failure of the Licensee to perform or observe any of its obligations in this Agreement; and/or
- an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification.”
1.10 Software Specification: “The specification for the Service set out in the Software Specifications (part 1) of Schedule A, as it may be varied by the written agreement between the Licensee and the Licensor.”
1.11 Term: “The term of this Agreement, commencing on the Commencement Date and ending on the Expiry Date, both in in accordance with the Timetable requested by the Licensee of Schedule A”.
2. Grant of License
2.1 The Licensor grants to the Licensee a non-exclusive, non-transferable license for the Term to use the Software for the specific purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement;
2.2 The Licensee may not sub-license and must not purport to sub-license any rights granted under Article 2.1;
2.3 The license granted by the Licensor to the Licensee in Article 2.1 is subject to the limitations regarding the number of users for the Software set out in the Software License (part 2) of Schedule A;
2.4 The Software may only be used by the officers, employees of the Licensee and people with a membership invitation, provided by the Licensee within the Software. Others may only use the Software to register an account, preview and complete surveys or view shareable maps, images and reports;
2.5 Save to the extent expressly permitted by this Agreement or required by applicable law on a non-excludable basis, any license granted under this Article 2 shall be subject to the following prohibitions:
- the Licensee must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;
- the Licensee must not alter, edit or adapt the Software; and
- the Licensee must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software;
2.6 The Licensor will grant the Licensee a license once requested by the Licensee via the Software.
3. Term & termination
3.1 This Agreement shall come into force on the Commencement Date, as agreed between the Licensor and Licensee, and shall remain valid until the end of the Term;
3.2 The Licensor shall make the Software available to the Licensee during the whole of the period of the Term, starting at the Commencement Date, and shall provide to the Licensee such assistance in relation to the access to the Software as the Licensee may reasonably request;
3.3 The duration of the Term is agreed between the Licensor and the Licensee and will be predefined. Unless otherwise noted, the duration of the Term is infinite, except when the Term is changed by the Licensor.
3.4 The Licensor may terminate this Agreement automatically without notice if:
- the Licensee violates any terms of this Agreement and has not corrected such breach to the Licensor’s reasonable satisfaction within 7 days of the Licensor’s notice of the same;
- the Licensee becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, or makes an assignment for the benefit of creditors; and
- any amount due to be paid by the Licensee to the Licensor under this Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given;
3.5 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Article 4, Article 8, Article 9 & Article 10;
3.6 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party;
3.7 For the avoidance of doubt, the licenses of the Software in this Agreement shall terminate upon the termination of this Agreement;
4. Intellectual Property Rights
4.1 All Intellectual Property Rights over and in respect of the Software are owned by the Licensor. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the Licensee, or from the Licensee to the Licensor. The Licensee does not acquire any rights of ownership in the Asset.
5. License Fee
5.1 The Licensee shall pay the License Fee to the Licensor in accordance with this Agreement;
5.2 All amounts stated in relation to this Agreement are, unless the context requires otherwise, stated inclusive of any applicable value added taxes:
5.3 The Licensee can request a training session to master the use of the Software. The price of the training session is to be agreed with the Licensee, depending on the duration of a training session, the number of participants and the modules to be explained;
5.7 The Licensor may elect to vary the License Fee without written notice to the Licensee, but this new License Fee will only become effective after and if the Licensee requests a new License.
6.1 The Licensor shall issue invoices for the License Fee to the Licensee on or after the invoicing dates set out in the Financial Provisions (part 3) of Schedule A;
6.2 The Licensee must pay the License Fee to the Licensor within the period of 14 days following the issue of an invoice. The Licensee must pay the amount set out in the Financial Provisions (part 3) of Schedule A at once, in accordance with this Article 6.
6.3 The Licensee must pay the License Fee by debit card, credit card, direct debit, Stripe or bank transfer using the Financial Provisions (part 3) of Schedule A as are notified by the Licensor to the Licensee;
6.4 If the Licensee does not pay any amount properly due to the Licensor under this Agreement, the Licensor may charge the Licensee interest on the overdue amount at the rate of 8%, which interest will accrue daily until the date of actual payment and be compounded at the end of each month.
7.1 The Licensor warrants to the Licensee that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
7.2 The Licensor warrants to the Licensee that:
- the Software as provided will conform in all respects with the Software Specifications (part 1) of Schedule A;
- the Software will be supplied free from Software Defects as far as the Licensor is aware of them. This will remain for the duration of this Agreement; and
- the Software shall incorporate security features reflecting the requirements of good industry practice;
7.3 The Licensor warrants to the Licensee that the Software, when used by the Licensee in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under Belgian law;
7.4 The Licensor warrants to the Licensee that the Software, when used by the Licensee in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law;
7.5 If the Licensor reasonably determines, or any third party alleges, that the use of the Software by the Licensee in accordance with this Agreement infringes any person’s Intellectual Property Rights, the Licensor may, acting reasonably, at its own cost and expense:
- modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights, providing that any such modification must not introduce any Software Defects into the Software and must not result in the Software failing to conform with the Software Specification; or
- procure for the Licensee the right to use the Software in accordance with this Agreement;
7.6 The Licensee warrants to the Licensor that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
7.7 The warranties and representations by both parties in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
8. Acknowledgements and warranty limitations
8.1 The Licensee acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs. The Licensee acknowledges the following agreements regarding bugs:
- Bugs in the application can be reported at any time during the Term of the Licensee. If the Licensee has no active license, the Licensor is allowed to ignore a bug report; an
- If a reported bug can be reproduced by the development team of the Licensor, a solution for this bug will be available within a maximum of 9 months. The specific timing within these 9 months in which this solution is released is decided by the Licensor; and
- If a reported bug cannot be reproduced by the development team of the Licensor within a maximum of 9 months, the issue will be pushed to the backlog of the Software until further notice;
- The Licensor is not obligated to inform the client about the status of the bug;
8.2 The Licensee is allowed to request additional Software features at any time for the duration of the Term. The Licensee acknowledges the following agreements regarding requested Software features:
- For each Software feature request made by the Licensee, the Licensor alone decides whether or not the requested feature will be implemented or not; in which way (design, user flow, infrastructure & technology) the requested feature will be implemented and when the feature will be implemented; and
- The Licensor is not formally obligated to inform the Licensee who requests a Software feature whether or not the feature is decided to be implemented; and
- Requesting a Software feature is free of charge. However, the Licensor has the right to choose to implement the requested feature whether as a regular feature (included in the Software as it is), as a plugin feature (included in an additional plugin of the Software), or as a separate application. It is always possible that a requested Software feature is not included in the current Payment Plan of the Licensee requesting the feature; and
- When a Software feature request has been denied by the Licensor or cannot be implemented within the wanted timeframe of the Licensee, the Licensee can request a feature to be custom developed. The Licensor has the right to accept or deny this custom development. When accepted, an offer based on the estimated cost for the implementation of the Software feature will be communicated to the Licensee within a maximum of 3 months. A separate custom development Agreement will be drawn up. The requested custom Software feature can be made available exclusively to the Licensee, in which case the Licensee shall be charged the full cost; or it can be made available for other clients as well, in which case the Licensee can receive a discount on the full cost. The discount will be no higher than 50% and is decided by the Licensor;
8.3 The Licensee acknowledges that reporting a bug, requesting a Software feature or requesting a custom Software feature does not change anything to the Intellectual Property Rights, as they will remain owned by the The Licensee does not acquire any rights of ownership by communicating new feature ideas;
8.4 The Licensee acknowledges that complex software is never entirely free from security vulnerabilities; and the Licensor gives no warranty or representation that the Software will be entirely secure;
8.5 The Licensee acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specifications (part 1) of Schedule A; and the Licensor does not warrant or represent that the Software will be compatible with any other software.
8.6 The Licensee acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Software; and the Licensor does not warrant or represent that the Software or the use of the Software by the Licensee will not give rise to any legal liability on the part of the Licensee or any other person.
9. Limitations and exclusions of liability
9.1 Nothing in this Agreement will:
- Limit or exclude any liability for death or personal injury resulting from negligence;
- Limit or exclude any liability for fraud or fraudulent misrepresentation;
- Limit any liabilities in any way that is not permitted under applicable law; or
- Exclude any liabilities that may not be excluded under applicable law;
9.2 The limitations and exclusions of liability set out in this Article 9 and elsewhere in this Agreement:
- Are subject to Article 9.1; and
- Govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement;
9.3 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings, any loss of revenue or income, any loss of use or production, any loss of business, contracts or opportunities, any loss or corruption of any data, database or software; and any special, indirect, or consequential loss or damage.
10.1 Any notice from the Licensee to the Licensor and from the Licensor to the Licensee under this Agreement must be given by one of the following methods (using the relevant contact details set out in the Financial Provisions (part 3) of Schedule A):
- Sent by e-mail, in which case the notice shall be deemed to be received immediately when confirmed by e-mail;
- Delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
- Sent by recorded signed-for post, in which case the notice shall be deemed to be received after a number of Business Days following posting, to be agreed upon between the Licensee and the Licensor, according to the registered address of both parties.
10.2 The addressee and contact details set out in this Agreement may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Article 10.
11.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
11.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
11.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
11.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
11.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
11.6 This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
11.7 This Agreement shall be governed by and construed in accordance with Belgian Law.
11.8 The courts of Belgium shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
11.9 The Licensor has the right to post a logo of the Licensee’s organisation on their website for marketing purposes. The Licensee’s logo can be taken down upon formal request by the Licensee;
11.10 The Licensor has the right to send emails related to, and only related to, the Software to the Licensee. The Licensee has the option to unsubscribe from this mailing list after receiving the first email.
Schedule A: software license particulars
Part 1: Software Specifications
Maplix is a web application, enabling interactions with people on a map. It functions as a spatial research instrument that connects people. The application was built to enable collaboration and participation, and thus, through co-creation, to shape tomorrow’s space collectively with the experts: the citizens themselves. A bottom-up approach that can make a difference in terms of spatial planning and mobility, among other things.
What does that mean? Facilitating research by means of spatial surveys on a map. With Maplix you can quickly and easily collect and analyse geospatial data in cooperation with your target group. This way you put your city, research or business on the map together with the citizens.
The Licensor provides the following applications to the Licensee:
- Engage: Create and publish map based surveys, collect responses and quickly analyze results through charts, maps and images
- Explore: Create and publish web maps to share the outcome of Engage surveys along with the results of other geospatial analysis on maps and images.
- Account: Create an account, sign in and manage your personal account settings, as well as your organization’s settings and its billing details.
The Licensee may use these applications free of charge to create and edit Engage surveys, Explore maps and their organization details. However, to publish the Engage Surveys and allow the general public to fill in responses, a certain amount of Survey Credits need to be purchased. Similarly, to publish Explore Maps and allow the general public to view them, a certain amount of Map Credits need to be purchased.
The Licensee can purchase Survey and Map Credits using the forms provided in the Software. The Licensor will then issue an invoice for the purchase of these Credits. Once the Licensee fulfills the payment of the invoice, the Credits will be automatically activated in the Software.
One Survey Credit is expended each time a Respondent starts filling in a published Engage Survey. Survey Credits remain active for a maximum of 365 days following the creation of the invoice.
One Map Credit is expended each time a Visitor browses to a published Explore Map. Map Credits remain active for a maximum of 365 days following the creation of the invoice.
To use the Software, the Licensee can log into the application at https://account.maplix.com/.
It is important to note that Internet Explorer cannot be used to use or Software in any way. Please specify this to your respondents when sending out a survey, as errors may occur.
Part 2: Software License
The license granted by the Licensor to the Licensee in Article 2.1 is subject to a limitation regarding the number of users for the Software. A maximum of 10 users per organization can use the Software and can receive an account to log in to the Software. Additional user accounts may be created, in agreement between the Licensor and the Licensee.
Part 3: Financial Provisions
The Licensee will pay the License Fee upon receival of an invoice, after which the requested Survey or Map Credits will be activated and remain available for a duration of 365 days following the creation of the invoice.
The Licensee will pay the Licensee Fee by debit card, credit card, direct debit, Stripe or bank transfer using the financial details as are notified by the Licensor to the Licensee on the invoice; which will be issued no longer than 14 days after the License has been requested by the Licensee.
Any notice from the Licensee to the Licensor and from the Licensor to the Licensee under this Agreement must be given, using the relevant contact details below.
Changes to these Terms & Conditions
We are allowed to review and update our Terms & Conditions. That’s why we advise you to review this page systematically to follow up on any changes that might happen. No systematic changes will happen without consulting you first. The date of the last update of these Terms & Conditions is stated at the beginning of this page. All the changes we make and publish on this page are effective immediately.
If you have any questions or worries about these Terms & Conditions, do not hesitate to contact us or our designated Maplix Data Controller.
Name: Maplix BV
Business number: 0755823505
Tax ID: BE0755823505
Registered office: Hazelaarspad 4, 9840 De Pinte
Email address: [email protected]
Maplix Data Controller information
Name: Anke Bracke
Email address: [email protected]
Phone: +32 495 45 06 15