Let's agree on how we will work together.
Effective date: December 27, 2018
Last Update Date: February 7, 2019
Data Vision Group, LLC (“DVG”, "us", "we", or "our") operates the https://www.dvginteractive.com and https://locatenyc.io websites and offers online features, products, services and/or programs (hereinafter referred to as the "Services").
By visiting our websites, purchasing something from us, and/or using any of our Services, you agree to be bound by the following terms and conditions (“Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms apply to all users of the websites, including without limitation users who are browsers, vendors, customers, and/or merchants.
Please read these Terms carefully before accessing or using our Services. If you do not agree to all the terms and conditions of these Terms, then you may not access or use any of the Services.
To use the Services, you must register and create an account. Registration is accessible through our website at https://locatenyc.io/sign-up.
Once you set up an Account, you can access LocateNYC account pages and API using the username and password you specify when you created your Account. You agree to restrict access to LocateNYC only by your designated employees or contractors, and that you are solely responsible for all activities that occur through your Account. We are entitled to act on all instructions received by anyone using your Account, and we reserve the right to pursue any and all claims against any user of your Account.
You agree to provide current, complete and accurate purchase and account information when you set up an Account and for all purchases made using our Services. You agree to promptly update your Account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
LocateNYC offers a free tier of service (a “Developer” account) as well as paid tiers, each of which is subject to rate limits (“Rate Limits”) as described in documentation made available on our website at https://locatenyc.io/documentation#rate-limits. We may revise Rate Limits from time to time. Rate Limit changes for a free tier of a Service will be effective upon posting to our website. For Rate Limit changes for a paid tier of a Service, we will provide you with advance email notice of Rate Limit changes.
Use of our Services requires that you provide an attribution to us, as described on our website at https://locatenyc.io/rights, and use of Third-Party Data may require that you provide attribution to third parties (collectively, “Attribution Requirements”). Details of Third-Party Data terms and conditions and Attribution Requirements may be found at https://locatenyc.io/rights. You are solely responsible for complying with Attribution Requirements and any terms and conditions of Third-Party Data providers.
If you order paid tiers of Services, you agree to pay for those Services based on LocateNYC’s published rates (the “Fees”) unless otherwise agreed upon separately between you and DVG.
Each month DVG will charge your credit card for the Fees, plus applicable taxes, based upon the type of Services you receive, unless a separate payment arrangement has been agreed upon between you and DVG. DVG reserves the right to charge value-added taxes, sales, or other taxes on the Services as it deems appropriate. If your credit card cannot be charged, or if your credit card charges are declined, subsequently reversed, or otherwise not paid to DVG, you agree to pay DVG all Fees and applicable taxes within five (5) days following the date of DVG’s invoice.
DVG reserves the right to change prices or institute new charges for access to or use of the Services at any time upon not less than thirty (30) days’ notice to you by (i) posting pricing plan changes on our website, or (ii) sending information regarding the pricing plan changes to the email address associated with your Account or that you provided DVG. You are responsible for regularly reviewing our website and such pricing information. Continued use of the Services or non-termination of your account after such thirty (30) day period constitutes your acceptance of the prices as modified. All payments are non-refundable. To the extent that payment mechanisms are provided through third parties, you agree that DVG shall have no liability to you arising out of the acts or omissions of such third parties.
BY UTILIZING PAID TIERS OF SERVICES, YOU CONSENT TO ALLOW DVG TO CHARGE YOUR CREDIT CARD, EITHER DIRECTLY OR THROUGH ITS PAYMENT PROCESSORS, FOR THE FEES AND APPLICABLE TAXES.
License: Subject to these Terms, DVG hereby grants to you a non-exclusive, non-transferable, non-sublicensable license during the Term to: (i) Use LocateNYC Tools solely to develop products and services to be made available by you (“Your Products”), and to distribute elements of the Tools as incorporated into Your Products; (ii) use and access the Services as provided by DVG subject to the Rate Limits; and (iii) use the LocateNYC for your internal use and only as part of Your Products which are provided directly to end users, and not for resale or for redistribution or use in conjunction with, or as part of, the products or services of others. DVG and its suppliers own all right, title and interest in and to the Services and Tools, and except for the foregoing license, no other licenses are granted to you, whether express or implied.
Government Licensees: The Tools, platform and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein, provided that if any part of these Terms are deemed to be invalid or unenforceable against you, as a government end user, because of applicable local, national, state or federal law, then that portion shall be deemed invalid or unenforceable, as the case may be, and instead construed in a manner most consistent with applicable governing law, and all other provisions of these Terms shall remain in full force and effect.
Restrictions: In consideration of the license granted to you, you agree not to do, or permit any third party to do, any of the following:
DVG may at any time, and in addition to any other remedies available to DVG, suspend your use of the Services or Tools where DVG reasonably and in good faith believes such use is in violation of these Terms.
Your Products are your sole property, except for any Tools that you may include or incorporate in Your Products. You represent and warrant to DVG that: (a) you or your licensors own all right, title and interest in and to Your Products; and (b) Your Products, and the use and distribution of Your Products, do not violate any laws, rules, regulations, third party terms and conditions, or privacy or publicity rights of third parties.
Through the course of your use of the Services, we may obtain access to location and other data from you or your Users. Any location data specifically identified to you and your Users will only be used to provide Services to you. We reserve the right to anonymize that data and aggregate it with similar other anonymized data that we have (collectively, “Anonymous Data”) so that it cannot be attributed to you or your Users. We use Anonymous Data to improve our products and services, such as our geocoder and routing engine, and since the data is anonymous, we may use it and allow others to use it for any purpose. As between DVG and you, DVG retains all intellectual property rights in such Anonymous Data and information.
You agree that DVG may indicate to third parties that you are using the Tools and/or Services, that DVG may include your name, logos and information about Your Products on blog posts, lists and related promotional materials, including advertising, and that DVG may use Your Product for administrative and demonstration purposes.
All press releases that either DVG or you prepare relating to your use of the Tools and Services are subject to approval by both parties prior to release.
The content of the Tools and Services is intellectual property owned, controlled and/or licensed by us and/or our affiliates, or intellectual property that we are legally permitted to access and use. All applicable intellectual property laws, including copyright laws, protect our rights in and to such content. No portion of the content may be reproduced in any form or by any means, except as provided in these Terms. We are the owner or authorized licensee of, or are otherwise permitted to use, all trademarks, service marks, and logos used and displayed by us on the Services. Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of our, or our affiliates’, trademarks, service marks, logos, or copyrighted materials without our prior written permission.
In addition to compliance with terms and conditions of Third-Party Data providers and with the Attribution Requirements, you acknowledge and agree to comply with the following additional compliance requirements (the “Compliance Requirements”):
You are responsible for establishing such procedures as you deem appropriate to verify the accuracy of data that you transmit using the Tools and Services, and we will have no obligation to verify the accuracy of that data. You are responsible for obtaining the data network access necessary to use the Tools and Services. If you are accessing the Tools and Services on your mobile device, your network’s data rates and fees may apply, and you are responsible for acquiring and updating compatible hardware or devices and any updates thereto. We do not guarantee that the Tools or Services, or any portion thereof, will function on any particular hardware or devices.
Each party agrees that all business, technical and financial information it obtains from the other party is the confidential property of the disclosing party (“Proprietary Information”). Except as expressly allowed in these Terms, the receiving party will hold in confidence, using no less than reasonable care, and not use or disclose any Proprietary Information of the disclosing party. The receiving party shall not be obligated with respect to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; (ii) is received without restriction from a third party lawfully in possession of such information; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party without use of or access to such Proprietary Information. Each party agrees to protect the confidentiality of the Proprietary Information of the other party in at least the same manner that it protects the confidentiality of its own Proprietary Information of like kind, but in no event using less than reasonable care.
If the receiving party is compelled by law to disclose Proprietary Information of the other party, it shall provide the disclosing party with prior notice of such compelled disclosure, to the extent legally permitted, and reasonable assistance, at the disclosing party’s cost, if the disclosing party wishes to contest the disclosure. Each party agrees that the disclosing party would be irreparably injured by a breach of the foregoing obligations by the receiving party or its representatives and that the disclosing party will be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the foregoing. Such remedies will not be deemed to be the exclusive remedies of a breach of the foregoing but will be in addition to all other remedies available at law or in equity.
You may provide us with comments or other feedback concerning our products and services, or your evaluation and use thereof (collectively, “Feedback”). You agree that we will be free to copy, modify, create derivative works of, publicly display, disclose, distribute, license and sublicense, incorporate and otherwise use Feedback received from you for any and all commercial and non-commercial purposes, without limitation and without remuneration of any kind to you or any third party, provided that such Feedback does not contain any of your Proprietary Information that can be used to identify you. Feedback may be provided by emailing us at firstname.lastname@example.org.
DVG may amend or modify these Terms at any time (and upon thirty (30) days' notice if such change relates to Fees) by (i) posting a revised version of these Terms on the LocateNYC and/or DVG website, and/or (ii) sending information regarding the amendments to the email address you provide to DVG. You are responsible for regularly reviewing the DVG website to obtain timely notice of such amendments. Your continued use of the Tools or Services shall be deemed acceptance by you of the amended Terms.
Disclaimer: THE TOOLS, DVG DATA PRODUCTS AND THE SERVICES ARE PROVIDED ON AN ˝AS IS˝ AND ˝AS AVAILABLE˝ BASIS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DVG EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, THE USABILITY, CONDITION OR OPERATION OF THE TOOLS, DVG DATA PRODUCTS OR SERVICES, COMPATIBILITY, SECURITY, ACCURACY, AND NON-INFRINGEMENT. DVG DOES NOT WARRANT THAT: (I) THE ACCESS, USE OR QUALITY OF THE TOOLS, DVG DATA PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS OR ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY; (II) THE RESULTS OBTAINED FROM USE OF THE TOOLS, DVG DATA PRODUCTS OR SERVICES WILL BE ACCURATE OR RELIABLE; (III) THAT THE WEB PAGES ACCESSIBLE ON OR THROUGH THE SERVICES, OR THE SERVERS USED IN CONNECTION WITH THE TOOLS OR SERVICES, ARE OR WILL REMAIN FREE FROM ANY VIRUSES, WORMS, TIME BOMBS, DROP DEAD DEVICES, TROJAN HORSES, OR OTHER HARMFUL COMPONENT; OR (IV) ANY ERRORS IN THE TOOLS, DVG DATA PRODUCTS OR THE SERVICES WILL BE CORRECTED. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE TOOLS, DVG PRODUCTS OR SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT WE WILL HAVE ADEQUATE CAPACITY FOR THE TOOLS, DVG PRODUCTS OR SERVICES AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE TOOLS, DVG DATA PRODUCTS AND SERVICES REMAINS WITH YOU, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF DAMAGES, WHETHER ARISING UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. EXCEPT AS OTHERWISE SET FORTH HEREIN, WE MAKE NO REPRESENTATION OR WARRANTY REGARDING GOVERNMENT COMPLIANCE OF ANY SOFTWARE USED IN RUNNING OR OPERATING THE TOOLS, DVG PRODUCTS OR SERVICES.
Limitation of Liability: YOU AGREE THAT NEITHER DVG NOR ANY OF ITS AFFILIATES OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES (OR FOR ANY DAMAGES WITH RESPECT TO A FREE TIER OF ANY SERVICE, WHETHER DIRECT OR INDIRECT), INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL INFORMATION OR OTHER INFORMATION OR DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF THESE TERMS OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE TOOLS, DVG DATA PRODUCTS OR THE SERVICES, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF DVG OR ANY AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE ENTIRE LIABILITY OF DVG AND ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE TOOLS, DVG DATA PRODUCTS AND THE SERVICES, OR ANY BREACH OF THESE TERMS BY DVG, IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS TO AND USE OF THE TOOLS, DVG DATA PRODUCTS OR THE SERVICES IN THE ONE MONTH PRECEDING THE DATE OF YOUR CLAIM.
Limits: SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU, AND OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW
Indemnification: You agree to indemnify, defend and hold DVG and its officers, directors, employees, agents, licensors, affiliates, suppliers, successors and assigns harmless from and against all claims, liabilities, losses, expenses, damages, fines, penalties, and costs and expenses, including but not limited to reasonable attorneys' fees, arising out of claims based upon your use of the Services, Tools, DVG Data Products, Third Party Data or Your Products, including but not limited to: (i) a violation or breach of these Terms by you or your Users, (ii) any activity related to access or use of your Account (including but not limited to negligent or wrongful conduct) by you or any other person accessing or using your Account and/or API Keys, or (iii) DVG's authorized use of data or other content provided by you or obtained by DVG as authorized by you under these Terms.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for payments of money) to the extent such failure or delay is caused by strikes, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of God, war, governmental action, labor conditions, or any other cause which is beyond the reasonable control of such party.
You shall not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with these Terms without first complying with all export control laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction you operate or do business, such as the Export Administration Regulations maintained by the United States Department of Commerce, trade and economic sanctions maintained by the United States Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the United States Department of State.
Nothing contained in or performed pursuant to these Terms shall be construed as creating a partnership, general agency, or joint venture between DVG and you, and except as otherwise expressly provided in these Terms, no party shall become bound by any representation, act, or omission of the other party.
These Terms are not assignable or transferable by you, whether by operation of law or otherwise, without the prior written consent of DVG, and any attempt to do so shall be void, provided that you may assign these Terms upon email notice to DVG to a successor to all of your business, but you shall remain liable for payment of any outstanding Fees.
In the event any provision of these Terms conflicts with the terms of any written ordering document between you and DVG, the provisions of these Terms shall prevail, except to the extent that the written ordering document expressly states that a provision of these Terms is to be superseded.
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise of that right or power.
If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect
These Terms shall be governed by the laws of the State of New York without regard to conflicts of laws provisions thereof. The parties agree that the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms, regardless of the states in which the parties are located, do business or are incorporated.
Any action arising from these Terms shall be brought in the state or federal courts located in New York County, New York, and the parties consent to the exclusive jurisdiction and venue of such courts.
These Terms, and all documents incorporated herein by reference and all exhibits and addendums hereto, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of these Terms.
By accessing and using the Tools and Services, you consent to and agree to be bound by these Terms. If we decide to change these Terms or some part of them, we will make an effort to post those changes on this web page so that you will always be able to understand and agree to the terms and conditions governing your use of the Tools and Services. Your continued use of the Tools and Services will signify your assent to and acceptance of the revised Terms. If you have questions or comments of any kind, please contact us.