1. Definitions and Interpretation
1.1 In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:
|Account||The personal and corporate information, payment information and login credentials with which all of the User’s YourMapp Content is associated.|
|Additional Monthly Credits||Monthly Credits beyond that included within the User’s chosen Subscription Plan or Custom Pricing Plan|
|Agreement||The binding agreement that shall come into effect between the User and FOS following the User’s acceptance of these terms and conditions.|
|App Store||The PlayStore and iTunes app stores provided by Google and Apple, respectively, to advertise and make available the YourMapp Mobile App for download.|
|Content||Text, graphics, images, audio, video, software, data compilations and any other form of information capable of being uploaded.|
|Custom Pricing Plan||An arrangement for Fees and a YourMapp Feature Set agreed between FOS and the User in writing|
|Feature Set||A set of software functions, limitations and capabilities that apply to the User’s Account, including the provision of the use of the Shared App or their own Mobile App.|
|Fees||The Monthly Credits Fee, Subscription Fee and Setup Fee.|
|FOS||The owner and provider of the Service, namely, First Option Software Limited, company number 06340261, with registered address at Signal House, Jacklyns Lane, Alresford, Hampshire SO24 9JJ UK.|
|Portal||The web application used to manage the User’s Account and Content. Accessed from https://manage.yourmapp.com|
|Mobile App||An instance of the YourMapp app developed for iOS and Android platforms that displays the User’s Account’s Published Content.|
|Monthly Credits||The YourMapp currency enabling the ability to utilise features, functions and capabilities, including adding Content to the User’s Account.|
|Monthly Credits Fee||The recurring sum of money charged to purchase Monthly Credits. .|
|Payment Terms||The payment terms defining whether Subscription Fees are payable monthly on a pay as you go basis or annually in advance.|
|Published Content||Any Content added to the Account by the User using the Portal that may be made available to any Web Embeds and the Mobile App or Shared App.|
|Renewal Anniversary||The repeating date used for Subscription Fees calculated from the User’s Sign Up Date according to the Subscription Plan.|
|Setup Fee||The sum of money charged to initially deploy YourMapp for the User.|
|Service||means collectively the YourMapp software, tools, services or information that FOS makes available through the Website and Portal either now or in the future;|
|Sign Up Date||The date on which the User places an order for YourMapp either by creating an Account using the Website or by instruction to FOS.|
|Shared App||The mobile app in the App Stores named “YourMapp” that is used by multiple Accounts. Shared App users download the Account’s Published Content by inputting the Account’s Unique Code when the app is first started.|
|Subscription Fee||The recurring sum of money charged to keep the YourMapp service active for the User.|
|Subscription Plan||The combination of Feature Set, Fees, Subscription Fee frequency (either monthly or annually) and included Monthly Credits as set out on the Website.|
|Unique Code||The combination of characters used to identify the Account for Subscription Plans using the Shared App.|
|User||The person responsible for accepting this Agreement on their own behalf, or on the behalf of a company or other legal entity as specified in the Account details.|
|Website||The website displayed at the domain www.yourmapp.com|
|Web Embed||The html code that can be embedded into the User’s own website(s) providing the means to view the Account’s Published Content.|
|YourMapp||The suite of software as marketed and described on the Website.|
1.2 Unless the context otherwise requires, each reference in these terms and conditions to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provisions of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 a Clause or paragraph is a reference to a Clause of these terms and conditions.
1.3 The headings used in these terms and conditions are for convenience only and shall have no effect upon the interpretation of these terms and conditions.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include any other gender.
2. Provision of Services
2.1 FOS shall use reasonable endeavours to provide the Services on an error-free basis and without major interruption.
2.2 Notwithstanding sub-Clause 2.1, FOS does not provide any guarantee that provision of the Services shall be error-free or without interruption and reserves the right to alter or suspend provision of the Services without prior notice to Users. By accepting this Agreement the User acknowledges that the Services may change in form or nature at any time.
2.3 FOS shall have the right, exercisable at its sole discretion, to terminate provision of the Services without prior notice to Users. If the Services are terminated under this sub-clause FOS will make a pro-rata refund of the Subscription Fee for the unexpired portion of the current Subscription Fee up to the Renewal Anniversary.
2.4 Notwithstanding FOS’s right to perform any of the actions detailed in this Clause without prior notice, FOS shall use reasonable endeavours to provide such notice whenever possible.
2.5 The User agrees that FOS may display the User’s corporate name, logo, link to it’s Mobile Apps and a summary of the Services provided to the Client in its sales pitches, publicity material and Website provided that it does not do so in a way which damages the User’s corporate brand or reputation. Any more detailed public statements relating to the parties’ relationship must first be agreed in writing by both parties. The Client will not unreasonably decline to act as a reference for other actual or potential clients of FOS.
3. Access to Services
3.1 The User represents and warrants that they have the authority to enter into this Agreement, to use the Services, and to perform any and all acts as may be necessary under this Agreement.
3.2 If the User is unable to comply with the requirements of sub-Clause 3.1 they shall be prohibited from using the Services and must not accept this Agreement.
3.3 In order to use the Services and to submit or create Content, the User is required to create an Account via the Website and to submit certain personal details. By accepting this Agreement the User represents and warrants that:
3.3.1 any information that is submitted is accurate and truthful;
3.3.2 all such information will be kept accurate and up-to-date; and
3.3.3 the means by which they identify themselves does not violate any part of these terms and conditions or any applicable laws.
3.4 Account details are confidential to the User. If the User has reason to believe that their Account details have been obtained by a third party without their consent, the User should contact FOS immediately to suspend their Account and cancel any unauthorised orders or payments that may be pending. The User should be aware that orders or payments can only be cancelled up until the point at which the Services are used for the first time through that particular Account. In the event that unauthorised use is made prior to the User notifying FOS of the unauthorised nature of the order or payment, FOS will suspend access to the Services and the withdrawal of any scheduled payments pending investigation. Following investigation by FOS, it shall determine at it’s sole discretion whether or not to cancel access to the Services and make a full or partial refund of the payment to the User.
3.5 The terms of sub-Clause 3.4 shall apply notwithstanding any related provisions in Clause 17.
4.1 The YourMapp Web Embed may only be included within the User’s own website(s). The User accepts that once the YourMapp for Web code has been embedded on to their website all Published Content will be visible to anybody or computer software that can obtain access to their website.
4.2 If a User terminates their Account, access to the Portal will cease, the Web Embed will cease to function, the Mobile App will be removed from the App Stores and the Account and all the Account’s Content will be deleted within a time of FOS’s choosing.
4.3 If a User subscribes or purchases more YourMapp credits in error they must inform FOS within 24 hours and must not use the Services during that time. If a User fails to notify any error pursuant to this sub-clause 4.3 no refund will be provided.
4.4 FOS may at it’s sole discretion choose to allow a User to have a YourMapp Account on a free of charge basis. Although no Fees are being paid to FOS the User shall have the same rights and obligations as if they were paying Fees in the normal manner, with the following exceptions:
4.4.1 FOS shall have the right, at its sole discretion to terminate the Agreement forthwith if the User requires too much support or their Account is using excessive resources.
4.4.2 FOS shall have the right to withdraw the Service forthwith for any reason, though where possible FOS shall endeavour to provide reasonable notice.
4.4.3 FOS shall have the right to withdraw the Service with immediate effect if there is evidence that it is not being used.
4.5 The User agrees that your purchase of YourMapp Services are not contingent on the delivery of any future functionality or features, or dependant on any oral or written public comments made by FOS regarding future functionality or features.
5. YourMapp Credits
5.1 The User may purchase Additional Monthly Credits which are charged according to the rates set out on the Website unless otherwise agreed in a Custom Pricing Plan.
5.2 The User may request to reduce their Additional Monthly Credits, which will take effect at the next Renewal Anniversary and reduce their Additional Monthly Credits fee.
5.3 Additional Monthly Credits are charged at calendar monthly intervals based on the Sign Up Date. Additional Monthly Credits not purchased on the monthly anniversary of the Sign Up Date will be prorated accordingly.
5.4 Additional Monthly Credits purchases will be invoiced with payment due immediately.
5.5 The Portal shows the number of Monthly Credits available and used by the Account.
5.6 The number of Monthly Credits used by utilising features and adding Content are as set out on the Website.
6. YourMapp Mobile
6.1 The User accepts that the Mobile App created for the User will include YourMapp branding. The Mobile App will be submitted to the App Stores once you instruct us to do so through the Portal.
6.2 Any Setup Fee and the Subscription Fee are applicable and commence on the Sign Up Date.
6.3 The Subscription Fee is charged monthly or annually according to the User’s chosen Subscription Plan or as specifically agreed with the User. Subscription Fees repeat on the Renewal Anniversary unless otherwise agreed with the User.
The Fees and Feature Set of the User’s chosen Subscription Plan will be as advertised on the Website unless a Custom Pricing Plan has been agreed.
6.4 FOS reserves the right to change the Fees from time to time.
6.5 Increases in the price of Subscription Fees will be reflected in the User’s subscription on the date of the immediately subsequent Renewal Anniversary, unless a Custom Pricing Plan has been agreed.
6.6 Decreases in the price of Subscription Fees will be reflected in the User’s subscription on the date of the immediately subsequent Renewal Anniversary, unless a Custom Pricing Plan has been agreed.
6.7 Fees will be invoiced to the User of the Account with immediate payment terms.
6.8 Where the Subscription Plan includes a Mobile App:
6.8.1 In subscribing to YourMapp the User agrees to FOS creating an instance of the YourMapp Mobile App containing the Published Content and making it available for the general public to download for free from the App Stores, unless otherwise stated in a Custom Pricing Plan.
6.8.2 FOS reserve the right to withhold submitting the Mobile App to an App Store if it believes the User’s Content will contravene the App Store’s guidelines.
6.8.3 The User accepts that once distributed to the App Stores the general public that have downloaded the app will have visibility of all the Published Content. The app will be published to the AppStore using the User’s developer account.
6.8.4 The App Store entry will be based on the information the User provides in the Portal as well as standard YourMapp information.
6.8.5 FOS reserves the right to update the Mobile App in the App Stores with fixes and enhancements (including changes to the look and feel of the app) to improve the experience of the Mobile App user.
6.8.6 Publishing the Mobile App to the App Store is dependent on any App Store approval processes that may be in place from time to time. The amount of time taken by these approval processes is undeterminable by FOS.
6.8.7 FOS accept no responsibility for the app being rejected by the App Stores for reasons based on the User’s Content. Any rejection reason that relates to the software will be rectified by FOS and resubmitted for approval as soon as possible. If ultimately FOS cannot get the app through the approval process, FOS will refund the Account’s most recent Subscription Fee and if before the first Renewal Anniversary also the Setup Fee.
6.15 FOS accept no responsibility for the amount of time the App Stores may take to add or update the app to the App Store.
6.9 Where the Subscription Plan includes a Shared App:
6.9.1 The User accepts that the Account’s Published Content will be freely available to view by the general public that have downloaded the Shared App for free from the App Stores.
6.9.2 FOS reserves the right to update the Shared App in the App Stores with fixes and enhancements (including changes to the look and feel of the app) to improve the experience of the Shared App user.
6.9.3 Updating the Shared App to the App Store is dependent on any App Store approval processes that may be in place from time to time. The amount of time taken by these approval processes is undeterminable by FOS.
6.9.4 FOS accept no responsibility for the amount of time the App Stores may take to add or update the app to the App Store.
6.9.4 The Shared App will feature YourMapp branding and be available in the App Store using FOS’ developer account.
6.9.5 The allocation of Unique Codes for the Shared App is based on a first come, first served basis. FOS reserve the right to refuse the selection of certain Unique Codes.
7. Use of Services
7.1 The Services are for the User’s own commercial use only. Use of the Services for resale or licensing to or sharing with a 3rd party, whether for reward or not, is prohibited. In this event FOS may choose to terminate the Agreement forthwith without any payment being due to the User, and User will be liable for any additional charges due to FOS.
7.2 Users are permitted to use the Services only in accordance with:
7.2.1 the terms of this Agreement; and
7.2.2 any relevant law, regulation or other applicable instrument in their particular jurisdiction.
7.3 Subject to any express agreement to the contrary, Users may only access the Services through the Website and the Portal provided by FOS. Users shall not attempt to download, convert disassemble, reverse compile or otherwise reverse-engineer any part of the Services.
7.4 The restrictions set out in sub-Clause 7.3 shall not apply to Content submitted or created by a particular User where that User is downloading their Content, nor to any other Content that a User may have permission to access.
7.5 Users may not engage in any conduct that may disrupt provision of the Services by FOS.
7.6 Subject to any express written agreement by an authorised official of FOS to the contrary, Users may not reproduce, copy, duplicate, trade or resell the Services.
7.7 Users’ rights to use the Services are non-exclusive, non-transferrable and fully revocable at FOS’s reasonable discretion.
8. Intellectual Property
8.1 Subject to the exceptions in Clause 9 of these terms and conditions, all Content included on the Website and Portal, unless submitted or created by Users, including, but not limited to patents, copyright, database rights, trade secrets, trade names and trade marks, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of FOS, our affiliates or other relevant third parties. By accepting the terms of this Agreement the User acknowledges that such material is protected by applicable United Kingdom and International intellectual property and other laws.
8.2 Subject to Clause 9 Users may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website and the Portal unless otherwise indicated on the Website or unless given express written permission in advance to do so by FOS.
9. Third Party Intellectual Property
9.1 Where expressly indicated, certain Content, such as advertising material, and the Intellectual Property Rights subsisting therein belongs to other parties. This Content, unless expressly stated to be so, is not covered by any permission granted by Clause 8 of this Agreement to use Content from the Web Site. The exceptions in Clause 11 continue to apply. Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.
10. User Content and Intellectual Property
10.1 Users must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory or fraudulent;
10.2 Users must not submit Content that is intended to promote or incite violence or any act or omission in breach of civil and criminal laws;
10.3 Users must not depict sexually explicit images;
10.4 Users must not submit Content which is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability;
10.5 Users must not submit Content that may contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks;
10.6 Users must not post links to other websites containing any of the above types of Content;
10.7 Users must not impersonate other people, particularly employees and representatives of FOS or our affiliates;
10.8 Users must not use the Services for unauthorised mass-communication such as “spam” or “junk mail”.
10.9 FOS has the right, but not the obligation to pre or post-screen Content submitted or created by Users and may flag or filter any Content that it deems inappropriate.
10.10 If any Content is found to be in breach of these terms and conditions, FOS reserves the right to remove it without notice and may, at its sole discretion, terminate the responsible User’s access to the Services.
10.11 Users acknowledge that they may be exposed to Content that they may find offensive. If a User believes that such Content is in violation of these terms and conditions, it should be reported to FOS using the support email address (firstname.lastname@example.org).
10.12 Users are solely responsible for any and all Content that they submit or create. FOS does not endorse, support, represent or otherwise guarantee the accuracy or reliability of such Content.
10.13 Subject to sub-Clause 10.11, Users use the Services at their own risk.
10.14 By submitting or creating Content Users warrant and represent that they are the author of such Content and / or that they have acquired all of the appropriate rights and / or permissions to use the Content in this fashion. FOS accepts no responsibility or liability for any infringement of third party rights by such Content. Further, Users waive all moral rights in any and all Content that they submit or create to be named as its author. FOS accepts no responsibility or liability for any infringement of third party rights by such Content.
10.15 By accepting these terms and conditions, the User grants a non-exclusive, worldwide, perpetual licence to FOS to copy, distribute, transmit, publicly display, publicly perform, transmit and reformat all Content for the purpose of providing the Services.
10.16 The User represents and warrants that they have all necessary rights, power and authority to grant the licence described in sub-Clause 10.15.
11. Fair Use of Intellectual Property
11.1 Content may be copied, transmitted, performed, adapted or otherwise re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 or other relevant legislation apply.
12. Links to Other Websites
12.1 The Website, the Portal, Shared App, Mobile App, and Web Embed may provide links to other websites as part of the Services. Unless expressly stated, such websites are not under the control of FOS or that of our affiliates. FOS assumes no responsibility for the content of the websites and disclaims liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another website does not imply any endorsement of that website or of those in control of it.
14. Disclaimer of Warranties
14.1 FOS makes no warranty or representation that the Website or the Services will meet the Users’ requirements, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, or that they will be secure.
14.2 FOS shall use reasonable endeavours to ensure that all information provided on the Website and the Services is accurate and up to date, however FOS makes no warranty or representation that this will always be the case. FOS makes no guarantee of any specific results from the use of the Website or the Services.
14.3 No part of the Website or the Services is intended to constitute advice and the content of the Website and the Services should not be relied upon when making any decisions or taking any action of any kind.
14.4 Any information that forms part of the Website or the Services is not designed with commercial resale or onward licensing purposes in mind. Commercial use of that nature of the Services is forbidden under sub-Clause 5.1 of these terms and conditions. Any such use constitutes a breach of these terms and conditions and FOS makes no representation or warranty that the Website or the Services or any content therein is suitable for use in any commercial situations or that it constitutes accurate data and / or advice on which business decisions can be based.
14.5 Whilst every effort has been made to ensure that all descriptions of Services available from FOS correspond to the actual services available, FOS is not responsible for any variations from these descriptions.
15. Availability of the Website and the Services
15.1 The Website and the Services are provided “as is” and on an “as available” basis. FOS gives no warranty that the Website or the Services will be free of defects and / or faults. To the maximum extent permitted by law FOS provides no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
15.2 FOS accepts no liability for any disruption or non-availability of the Website or the Services resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
16. Limitation of Liability
16.1 FOS shall not be liable to the User, whether in contract, tort (including negligence), any indemnity liabilities, breach of statutory duty or otherwise, arising under or in connection with these terms and conditions from the use of the YourMapp Services for any indirect, consequential, special or exemplary damages.
16.2 FOS’s maximum liability arising out of our breach of these terms and conditions or for the use of the YourMapp Services shall be limited to the value of three months of the User’s Subscription Fee prevailing at the relevant time.
16.3 Users should be aware that they use the Website, the Services and all relevant content at their own risk.
16.4 Nothing in these terms and conditions excludes or restricts FOS’s liability for death or personal injury resulting from any negligence or fraud on the part of FOS.
17. Term and Termination
17.1 The term of the Agreement shall commence upon the User’s activation of their Account whereby they shall be deemed to have accepted these terms and conditions. The term shall continue until terminated either by the User or by FOS in accordance with this Clause 17.
17.2 If a User wishes to terminate the Agreement they may do so only at their Renewal Anniversary by:
17.2.1 Closing their Account; and
17.2.2 Informing FOS in writing that they wish to terminate this Agreement.
17.3 FOS reserves the right to terminate the Agreement, a User’s Account and a User’s access to the Services at any time for the following reasons:
17.3.1 The User has committed a material breach of these terms and conditions, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the User fails to remedy the breach within 7 days after a written notice to do so;
17.3.2 The User has indicated, expressly or impliedly, that they do not intend to or are unable to comply with these terms and conditions;
17.3.3 FOS is required to do so by law;
17.3.4 It has become, in the opinion of FOS, its affiliates or advisers, no longer commercially viable to continue providing the Services;
17.3.5 FOS is no longer providing the Services in the User’s country of residence;
17.3.6 The User’s Account was setup for free and FOS deem it no longer necessary;
17.4 If FOS terminates a User’s Account as a result of the User’s breach of these terms and conditions the User will not be entitled to any refund.
17.5 If FOS terminates a User’s Account or subscription for any other reason, the User will not be refunded any remaining balance of their Subscription Fee.
17.6 If the User requests termination of their Account or Subscription, they will continue to have access to the Services for the remainder of the period up to their Renewal Anniversary, termination becoming effective at the Renewal Anniversary.
17.7 In the event that the Agreement is terminated, the User’s Account will be closed and their access to the Services suspended in accordance with sub-Clauses 17.5 and 17.6. Any Content that the User has submitted or created will become inaccessible to all Users from the date on which the Services become inaccessible, however copies may be retained by FOS as part of its standard backup procedures. Following termination all Account Content may be deleted at a time of FOS’ choosing.
17.8 Upon termination of the Agreement, the User shall cease to be bound by all obligations set out in these terms and conditions with the exception of those expressly stated to survive the termination of the Agreement.
18. No Waiver
18.1 In the event that either the User or FOS fails to exercise any right or remedy contained in these terms and conditions, this shall not be construed as a waiver of that right or remedy.
19.1 Users may not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of FOS, such consent not to be unreasonably withheld.
20.1 Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
21. Third Party Rights
21.1 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
23. Entire Agreement
23.1 These terms and conditions embody and set forth the entire Agreement and understanding between the Parties and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of the Agreement. Neither the User nor FOS shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these terms and conditions, save for any representation made fraudulently.
24.1 All notices / communications to FOS shall be sent either by post to our premises (Signal House, Jacklyns Lane, Alresford, Hants SO24 9JJ, England) or by email to email@example.com. All notices / communications sent by FOS shall be sent by post to the User’s address registered in the system, or by email to the User’s registered email address. Such notices will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
25. Force Majeure
25.1 FOS shall have no liability to the User under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of FOS or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of FOS or sub-contractors, provided that the User is notified of such an event and its expected duration.
26. Law and Jurisdiction
26.1 These terms and conditions, the Agreement and all other aspects of the relationship between the User and FOS shall be governed by and construed in accordance with the Laws of England and Wales.
26.2 Any dispute between the User and FOS relating to these terms and conditions, the Agreement and all other aspects of the relationship shall fall within the exclusive jurisdiction of the courts of England and Wales.
This Agreement shall be deemed applicable and effective as soon as the User begins to use the Services.