InfraNav Terms and Conditions of Use of Service

These terms and conditions (the “T&Cs” or the “Agreement”) apply to individuals and/or companies who submit a request to purchase access to InfraNav, a web-based mapping and analytics product and service that aggregates, visualizes, and contextualizes infrastructure data and associated metadata via the HIP Consult website, www.infranav.com (“Website”). Individuals and companies can purchase either monthly or yearly subscription access to these online web-based tools (the “InfraNav Service”) or a custom map of a particular country (“Custom Map”). Individuals and companies who submit a request to purchase access to the InfraNav Service and/ or to purchase the Custom Map(s) are referred to in these T&Cs as a “Customer.”

1. Definitions

The following terms, when capitalized, will have the following meanings in these T&Cs:

"Access Credentials" means any password used to verify Customer identity and provide authorization to access and use the Hosted Services.

"Authorized User" means the individuals authorized to use the InfraNav Service due to the fact that they or the company for which they are employed are Customers of the InfraNav Service (in the latter case, these individuals have been identified by the Customer as the specific individuals to which access should be provided to) or have been provided access on a non-paying basis at HIP Consult’s sole discretion pursuant to Clause 3.2 and the other terms and conditions of this Agreement.

“Bank Account” means a bank account held at a financial institution.

"Business Day" means a day, other than a Saturday, Sunday or a District of Columbia bank holiday, when banks in the District of Columbia are open for business to the public.

"Confidential Information" has the meaning set forth in Clause 19.1.

"Credit Card Account" is a credit card account related to the VISA credit card, MasterCard credit card or any other credit card issued by a financial institution that a Customer authorizes HIP Consult (and any party authorized by HIP Consult) to charge against in order to pay for the InfraNav Service and/ or Custom Map(s). HIP Consult, in its sole discretion, may determine, from time to time, which types of credit cards it accepts as payment methods for the InfraNav Service and/ or Custom Map(s).

"Customer Data" means information, data and other content, in any form or medium that is collected, downloaded or otherwise received, directly or indirectly from the Customer or an Authorized User by or through the InfraNav Service. This includes data files and/or comments uploaded by the Customer that provide information on specific networks.

"Customer Failure" has the meaning set forth in Clause 8.3.

"Customer Systems" means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by the Customer or through the use of third-party services.

"Debit Card Account" is a debit card account issued by a credit institution that a Customer authorizes HIP Consult (and any party authorized by HIP Consult) to charge against in order to pay for the InfraNav Service and/ or Custom Map(s). HIP Consult, in its sole discretion, may determine, from time to time, which types of debit cards it accepts as payment methods for the InfraNav Service and/ or Custom Map(s).

"Disclosing Party" has the meaning set forth in Clause 19.1.

“Force Majeure Event" has the meaning set forth in Clause 20.

"Harmful Code" means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby, or (b) prevent the Customer or any Authorized User from accessing or using the InfraNav Service, Custom Map(s) or Provider Systems as intended by these T&Cs. Harmful Code does not include any Provider Disabling Device.

“HIP Consult” refers to HIP Consult Inc. of 15 Loockerman Street, Dover, Delaware.

"Hosted Services" has the meaning set forth in Clause 3.1.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

"Losses" means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“License” refers to the licensing of the InfraNav Service and/ or Custom Map(s) from HIP Consult to a Customer.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

"Personal Information" means any information that does or can identify a specific individual or device or by or from which a specific individual or device may be identified, contacted or located.

"Provider Disabling Device" means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by HIP Consult or its designee to disable the Customer’s or any Authorized User's access to or use of the InfraNav Service automatically with the passage of time or under the positive control of HIP Consult or its designee.

"Provider Indemnitee" has the meaning set forth in Clause 16.

"Provider Materials" means the Service Software and Provider Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by HIP Consult or any Subcontractor in connection with the InfraNav Service or Custom Map(s) or otherwise comprise or relate to the InfraNav Service, Custom Map(s) or Provider Systems. For the avoidance of doubt, Provider Materials include any information, data or other content derived from HIP Consult's monitoring of the Customer’s access to or use of the InfraNav Service and Custom Map(s), but do not include Customer Data.

"Provider Personnel" means all individuals involved in the performance of InfraNav Service and Custom Map(s) as employees, agents or independent contractors of HIP Consult or any Subcontractor.

"Provider Systems" means the information technology infrastructure used by or on behalf of HIP Consult in performing the InfraNav Service and Custom Map(s), including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by HIP Consult or through the use of third-party services.

"Receiving Party" has the meaning set forth in Clause 19.1.

“Representatives" means, with respect to a party, that party's employees, officers, directors, consultants, independent contractors, service providers, sublicensees, subcontractors and legal advisors.

“Sales Tax” refers to a sales tax that may be charged to a Customer in regards to a License, if applicable.

"Service Software" means the HIP Consult software application or applications and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that HIP Consult provides remote access to and use of as part of the InfraNav Service.

"Service Provider" is any company or companies engaged by HIP Consult or its contractors to provide services in connection with the InfraNav Service and/ or Custom Map(s).

"Subcontractor" has the meaning set forth in Clause 7.

"Third Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment or components of or relating to the InfraNav Service and Custom Map(s) that are not proprietary to HIP Consult.

2. Interpretation Generally

In these T&Cs:

words denoting the singular include the plural and vice versa;
in construing these T&Cs general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words and any reference to the word “include” or “including” is to be construed without limitation;
any reference to a person includes his/her successors, personal representatives and permitted assigns; and
if any action or duty to be taken or performed under any of the provisions of these T&Cs would fall to be taken or performed on a day which is not a Business Day such action or duty shall be taken or performed on the Business Day next following such day.

3. Provision of the InfraNav Service and Custom Maps

3.1. InfraNav Service and Custom Maps

Subject to and conditioned on the Customer’s and Authorized Users' compliance with this Agreement, HIP Consult shall use commercially reasonable efforts to provide to Customer and its Authorized Users access to the InfraNav Service and/ or Custom Map(s) in accordance with these T&Cs, including, in regards to the InfraNav Service, to host, manage, operate and maintain the Service Software for remote electronic access and use by the Customer and its Authorized Users ("Hosted Services") 24 hours per day, seven days per week every day of the year, except for:

Scheduled Downtime in accordance with Clause 9;
Service downtime or degradation due to a Force Majeure Event;
any other circumstances beyond HIP Consult's reasonable control, including Customer’s or any Authorized User's use of Third Party Materials, misuse of the Hosted Services, or use of the InfraNav Service other than in compliance with this Agreement; and
any suspension or termination of the Customer’s or any Authorized Users' access to or use of the Hosted Services as permitted by this Agreement.

3.2. Authorization

Subject to and conditioned on the Customer’s payment of the Service Price and Sales Tax (if applicable) and/ or Content Price and Sales Tax (if applicable) and compliance and performance in accordance with all other terms and conditions of this Agreement, HIP Consult hereby authorizes the Customer to access and use the InfraNav Service, Custom Map(s) and such Provider Materials as HIP Consult may supply or make available to the Customer, by and through Authorized Users, solely for the purposes of his/her own internal business in accordance with the conditions and limitations set forth in this Agreement. In this regard, Customers with special access (such access to be determined at the discretion of HIP Consult) may be authorized to make modifications and/ or changes to specific network data contained in the InfraNav Service. This authorization is non-exclusive and non-transferable.

3.3. Reservation of Rights

Nothing in this Agreement grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the InfraNav Service, Custom Map(s), Provider Materials or Third Party Materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the InfraNav Service, Custom Map(s), the Provider Materials and the Third Party Materials are and will remain with HIP Consult and the respective rights holders in the Third Party Materials.

3.4. Authorization Limitations and Restrictions

Customer shall not, and shall not permit any other Person to, access or use the InfraNav Service, Custom Map(s) or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, the Customer shall not, except as this Agreement expressly permits:

copy, modify or create derivative works or improvements of the InfraNav Service, Custom Map(s) or Provider Materials;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the InfraNav Service, Custom Map(s) or Provider Materials to any Person, including on or in connection with the Internet or any time-sharing, service bureau, software as a service, cloud or other technology or service, and including the proxying or redistribution of maps provided through the InfraNav Service;
reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the InfraNav Service, Custom Map(s) or Provider Materials, in whole or in part;
bypass or breach any security device or protection used by the InfraNav Service, Custom Map(s) or Provider Materials or access or use of the InfraNav Service, Custom Map(s) or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
input, upload, transmit or otherwise provide to or through the InfraNav Service, Custom Map(s) or Provider Materials, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the InfraNav Service, Custom Map(s), Provider Materials or HIP Consult's provision of services to any third party, in whole or in part;
scrap or mass download of the InfraNav Service, Custom Map(s), and/or Provider Materials by a Customer for purposes other than offline caching;
remove, delete, alter or obscure any trademarks, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the InfraNav Service, Custom Map(s) or Provider Materials, including any copy thereof;
access or use of the InfraNav Service, Custom Map(s) or Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other HIP Consult customer), or that violates any applicable Law;
access or use of the InfraNav Service, Custom Map(s) or Provider Materials for purposes of competitive analysis of the InfraNav Service, Custom Map(s) or Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to the HIP Consult's detriment or commercial disadvantage;
access or use of the InfraNav Service, Custom Map(s) or Provider Materials in, or in association with, the design, construction, maintenance, operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the InfraNav Service, Custom Map(s) or Provider Materials could lead to personal injury or severe physical or property damage; or
otherwise access or use of the InfraNav Service, Custom Map(s) or Provider Materials beyond the scope of the authorization granted under Clause 3.2.

4. Purchase of InfraNav Service and/ or Custom Maps

4.1. Eligible Customers

In order to license usage of the InfraNav Service and/ or a copy of Custom Map(s),

the Customer must have a registered Account (as defined by the T&Cs of Use of the Website) and a valid and active e-mail address; and
the Customer must have a valid Credit Card Account and/or Debit Card Account and must be authorized to use this Credit Card Account and/or Debit Card Account, or have sufficient funds in a Bank Account to cover the Service Price and/or Content Price, plus any applicable Sales Tax.

A Customer may not be resident in any country against which the United States has currently imposed a trade embargo. The Customer must have full authorization to conclude the purchase of the InfraNav Service and/ or Custom Map(s). Other restrictions may apply.

4.2. Provision and Verification of Information

HIP Consult obtains, verifies, and records information that identifies each Customer. The details regarding this information are found in the InfraNav Privacy Policy. As part of the License, personally identifiable information about the Customer will be required, such as a name and an e-mail address that will help HIP Consult to identify the Customer.

4.3. Paying for the InfraNav Service and/ or Custom Maps

4.3.1. Service Price and Content Price

For each subscription to the InfraNav Service, a relevant monthly or yearly License price (“Service Price”) will be indicated prior to purchase on the Website. For each Custom Map, a License price (“Content Price”) will be indicated prior to purchase on the Website. The Service Price and Content Price are exclusive of any applicable sales tax ("Sales Tax") or other taxes. Sales Tax is charged where applicable. The Customer acknowledges that he/she is to pay Sales Tax and any taxes or similar applicable charges associated with his/her purchase and assume all risks, liabilities or responsibilities in connection with said statutory payments and/or any variation in the rates thereof.

The Service Price and/or Content Price are charged in accordance with the currency specified by HIP Consult. The Customer acknowledges that he/she is to assume all risks, liabilities or responsibilities associated with any fluctuations in exchange rates.

The Service Price and/or Content Price may be changed by HIP Consult at any time. However, HIP Consult will never change a Service Price and/or Content Price so as to affect the Service Price and/or Content Price charged to the Customer at time of License. Therefore, if the Service Price changes during the course of a subscription, the Customer will be notified of this price change in advance by e-mail, with the price change becoming effective in the next billing cycle. If the Customer is not in agreement with the price change, the Customer can cancel the subscription with no penalty prior to the price change entering into effect by sending an email to support@infranav.com.

All amounts payable to HIP Consult under this Agreement shall be paid by the Customer to HIP Consult in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason.

4.3.2. Payment Authorization

In regards to the purchase of a monthly subscription to the InfraNav Service or a purchase of Custom Map(s), as long as the monthly Service Price and/or Content Price and any relevant Sales Tax does not exceed a limit set by HIP Consult, the Customer must make the purchase on the Website by Credit Card or Debit Card. If the amount of the monthly Service Price and/or Content Price and any relevant Sales Tax does exceed a limit set by HIP Consult, the Customer must make the purchase via bank transfer and/or check on receipt of a relevant invoice. In regards to yearly subscriptions to the InfraNav Service, the Customer must make the purchase via bank transfer and/or check on receipt of a relevant invoice.

Purchasers of Custom Map(s) and/or yearly subscriptions to the InfraNav Service have the option to make the purchase on the Website by Credit Card or Debit Card or via bank transfer and/or check on receipt of a relevant invoice.

To initiate payment for each License via the Website, the Customer will be directed to Stripe, Inc. a secure, third party website for payment, which is processing HIP Consult’s Credit Card and Debit Card transactions. The terms and conditions and privacy policy of Stripe where relevant will apply to the actual payment process. HIP Consult will provide Stripe the data inputted by the Customer in his/her purchase request, and the Customer hereby expressly consents to HIP Consult disclosing such information to Stripe. Further, Stripe may collect information directly from Customer via cookies or other means. The Customer hereby expressly consents to Stripe collecting, using, retaining and disclosing this information.

The Customer also hereby authorizes Stripe to debit from his/her Debit Card Account or charge against his/her Credit Card Account the Service Price and/or Content Price and relevant Sales Tax (as applicable). Whether the License is made by debit of a Debit Card Account or a Credit Card Account, the funds or credit, as applicable, must be available in the Debit Card or Credit Card Account. If paying by Credit Card Account, the Credit Card Account will be charged as soon as the Customer’s payment details are entered for purchase of the InfraNav Service and/or Custom Map(s) and the Customer confirms and approves the transaction. If paying by Debit Card Account, the Debit Card Account will be debited as soon as the Customer’s payment details are entered for purchase of the InfraNav Service and/ or Custom Map(s) and the Customer confirms and approves the transaction. The Customer will receive a receipt at the conclusion of the transaction.

If the Customer has elected a monthly subscription to the InfraNav Service and the Customer has paid via the Website, Stripe will store the Customer’s payment details, and HIP Consult will charge the Customer the Service Price and any relevant Sales Tax on a monthly basis every 30 days on each predetermined calendar date after the initial charge, until the Customer indicates that he/ she wishes to cancel the subscription. The Customer will receive an email approximately a week prior to renewal date informing him/ her of the automatic renewal and allowing him/ her to exercise his/ her right to cancellation via email. The Customer hereby provides consent to be billed on a recurring basis. The Customer will receive a receipt at the conclusion of each monthly transaction. Customer will not be entitled to a refund if Customer does not exercise his/ her right to cancellation via email prior to the renewal date.

If the Customer has elected a monthly subscription to the InfraNav Service and the Customer has paid via bank transfer or check or has elected a yearly subscription to the InfraNav Service, the Customer will receive an email a week prior to the expiry of the subscription for monthly subscriptions and 60 days prior to the expiry of the subscription for yearly subscriptions with an invoice and instructions for renewal; the Customer will then be able to pay via bank transfer/ check to renew the subscription. The Customer will then need to follow the relevant process set out in this Clause for this type of payment. In all cases, to ensure continued access to the InfraNav Service, the Customer must have paid the invoice in full by the termination date of the initial yearly or monthly subscription. The Customer will receive a receipt at the conclusion of each yearly or monthly transaction.

If the Customer purchases Custom Map(s) or a yearly subscription to the InfraNav Service via bank transfer and/or check on receipt of a relevant invoice, upon creating an Account the Customer will receive the relevant invoice. The Customer is to follow the instructions on the invoice in order to make payment, and once payment has been made, HIP Consult will notify the Customer by email of the availability of access to the Custom Map(s) and/or yearly subscriptions to the InfraNav Service. The Customer will receive a receipt at the conclusion of each purchase.

4.3.3. Cancellation

If a Customer wishes to cancel a monthly subscription, he/she must inform HIP Consult in writing via email to support@infranav.com, and the cancellation will have effect at the commencement of the next 30-day billing cycle.

4.4. Cost of Collection and Credit Card Chargebacks

The Customer undertakes to indemnify HIP Consult for all reasonable costs and expense incurred by it in its efforts to collect any unpaid or past due amounts, including, but not limited to, reasonable attorneys' fees and other associated costs. Delinquent payments shall bear interest at the rate of 1.5% per month (or the highest rate permitted by Law, if less) from the due date for payment and until payment is received by HIP Consult in full. In addition, the Customer acknowledges and agrees that in case he/she purchases the InfraNav Service and/ or Custom Map(s) with a Credit Card and then subsequently requests his/her Credit Card issuer to reverse the payment for such the InfraNav Service and/ or Custom Map(s), then HIP Consult shall be entitled to block the Customer’s access to the InfraNav Service and/ or Custom Map(s), by revoking the license for the InfraNav Service and/ or Custom Map(s) and/ or suspending online subscription access to the InfraNav Service until such time as the Customer reimburses HIP Consult the amount of the fees HIP Consult is charged by the Credit Card issuer for such a chargeback.

4.5. Refunds

Subject to applicable Law, the InfraNav Service and/ or Custom Map(s) are nonrefundable.

In the case where applicable Law requires that refunds are made, HIP Consult reserves the right to refuse any request for refund if it reasonably believes that the Customer is in breach of any of these or other terms and conditions applicable to the use of the InfraNav Service and/ or Custom Map(s) or he/she is willfully trying to exploit this refund policy. If the Customer believes that HIP Consult has mischarged him/her, he/she may contact HIP Consult at support@infranav.com within 60 days of said charge, and HIP Consult will check the inquiry. No refunds shall be given for any charges after the passage of 60 days.

4.6. Customer Liability

The Customer agrees to review and verify regularly and promptly all disclosures and respective debits for payment thereof from his/her Debit Card Account and charges against his/her Credit Card, on the statements the Customer receives from the financial institution holding his/her Debit Card Account or issuing his/her Credit Card.

The User must contact HIP Consult AT ONCE by sending an email to support@infranav.com if the Customer believes if any debit to his/her Debit Card Account and/or any charge to his/her Credit Card has been made relating to the licensing of the InfraNav Service and/ or Custom Map(s) that is erroneous or unauthorized.

If the Customer informs HIP Consult within four Business Days of becoming aware of (a) the unauthorized or erroneous debiting of his/her Debit Card Account, and/or (b) the unauthorized or erroneous charging of his/her Credit Card Account, HIP Consult will refund the Customer for any further Licenses purchased with that Debit Card or Credit Card after receipt of such notice. The Customer remains liable for all losses suffered prior to notification to HIP Consult of such a loss, theft or unauthorized or erroneous use, debiting, and/or charging. If HIP Consult is not notified by the Customer of such a loss, theft or unauthorized or erroneous use, debiting, charging and/or transfer within the four Business Days period indicated above, then HIP Consult is not liable for any losses suffered by the Customer. This provision does not cover any losses suffered by the Customer due to any fraud committed by any HIP Consult employee.

4.7. Accessing the InfraNav Service and/ or Custom Maps

Custom Maps will be delivered as a secure downloadable PDF files sent by e-mail to the Consumer. HIP Consult accepts no responsibility for problems the Consumer may have in accessing and opening the individual publication, but will gladly deliver the individual publication by some other means of HIP Consult’s choice, if so requested to.

For subscription access to the InfraNav Service, the Customer may choose to purchase a monthly or a yearly License. Monthly Licenses will automatically be renewed on a monthly basis if purchased through the Website until the Customer has indicated he/she wishes to cancel the subscription as set out in Clause 4.3.2 and Clause 4.3.3. Yearly Licenses and certain Monthly Licenses are purchased by Customer without automatic renewal as set out in Clause 4.3.2. For both types of subscription access, Customers will have access to web based tools and publications on the Website by logging into their Account. HIP Consult accepts no responsibility for problems the Customer may have in accessing the InfraNav Service but will gladly deliver the tools and publications by some other means of HIP Consult’s choice, if so requested to.

5. InfraNav Service and System Control

HIP Consult has and will retain sole control over the operation, provision, maintenance and management of the InfraNav Service and Provider Materials, including the: (a) Provider Systems; (b) location(s) where the InfraNav Service is performed including; (c) selection, deployment, modification and replacement of the Service Software; and (d) performance of Service maintenance, upgrades, corrections and repairs.

The Customer will have and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the InfraNav Service and Provider Materials by any Person by or through the Customer Systems or any other means controlled by the Customer or any Authorized User, including any: (a) information, instructions or materials provided by any of them to the InfraNav Service or HIP Consult; (b) results obtained from any use of the InfraNav Service or Provider Materials; and (c) conclusions, decisions or actions based on such use.

6. Changes

HIP Consult reserves the right, in its sole discretion, to make any changes to the InfraNav Service, Custom Map(s) and Provider Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of HIP Consult's services to its customers, (ii) the competitive strength of or market for HIP Consult's services or (iii) the InfraNav Service’s and Custom Map’s cost efficiency or performance; or (b) to comply with applicable Law.

7. Subcontractors

HIP Consult may from time to time in its discretion engage third parties to perform services in regards to the InfraNav Service or Custom Map(s) (each, a "Subcontractor").

8. Customer Obligations

8.1. Provision of Complete and Accurate Information

The Customer represents and warrants that all information he/she has provided to HIP Consult, including but not limited to all data entered in connection with any Account, any Customer Data and all payment information, will be complete, accurate and up to date at all times. Further, the Customer warrants that he/she has the authority to provide the data and/or information, and in regards to the Customer Data concerning specific networks, he/she hereby authorizes that such data and/or information shall be accessible to all users of the InfraNav Service in whatever form HIP Consult choses.

HIP Consult is entitled to rely on any information the Customer provides and the Customer agrees to update his/her information if any changes by sending an email to support@infranav.com. The Customer acknowledges that if, for any reason, the information provided by him/her is inaccurate, invalid or incorrect, HIP Consult shall, nonetheless, be entitled to continue to charge the relevant Credit Card or Debit Card and that the Customer shall be responsible for any outstanding, uncollected amounts as well as all charges and expenses incurred as a result of said charge.

HIP Consult also reserves the right to take steps to verify the information provided by the Customer, although it is not required to do so. If HIP Consult is unable to verify the information provided by the Customer, the License may not be issued. IF A CUSTOMER PROVIDES FALSE INFORMATION, THE PURCHASE MAY BE CANCELLED. IN ADDITION, HE/SHE MAY BE SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

8.2. Customer Systems and Cooperation

Customer shall at all times during the term of the License: (a) set-up, maintain and operate in good repair all Customer Systems on or through which the InfraNav Service is accessed or used; and (b) provide all cooperation and assistance as HIP Consult may reasonably request to enable HIP Consult to exercise its rights and perform its obligations under and in connection with this Agreement.

8.3. Effect of Customer Failure or Delay.

HIP Consult is not responsible or liable for any delay or failure of performance caused in whole or in part by the Customer’s delay in performing, or failure to perform, any of his/her obligations under this Agreement (each, a "Customer Failure").

8.4. Corrective Action and Notice

If the Customer becomes aware of any actual or threatened activity prohibited by Clause 3.4, the Customer shall, and shall cause his/her Authorized Users to, immediately: (a) take all reasonable and lawful measures within his/her respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the InfraNav Service, Custom Maps(s) and Provider Materials and permanently erasing from his/her systems and destroying any data to which any of them have gained unauthorized access); and (b) notify HIP Consult of any such actual or threatened activity.

8.5. Non-Solicitation

During the term of this Agreement and for two years after, the Customer shall not, and shall not assist any other person to, directly or indirectly recruit or solicit for employment or engagement as an independent contractor any Person then or within the prior six months employed or engaged by HIP Consult or any Subcontractor and involved in any respect with the InfraNav Service and Custom Map(s). In the event of a violation of this Clause 8.5, HIP Consult will be entitled to liquidated damages equal to the compensation paid by HIP Consult to the applicable employee or contractor during the last six months of the employee’s employment or contractor’s engagement with HIP Consult.

9. Customer Support

HIP Consult will provide the Customer with customer service via email at support@infranav.com to resolve any issues relating to his/her purchase of the InfraNav Service and/ or Custom Map(s) and the processing of Credit Cards or Debit Cards or other forms of payment.

HIP Consult will use commercially reasonable efforts to give Customer at least 2 business days prior notice of all scheduled outages of the Hosted Services ("Scheduled Downtime").

10. Security

10.1. Provider Systems and Security Obligations

HIP Consult will employ commercially reasonable security measures in accordance with applicable industry practice.

10.2. Customer Control and Responsibility

The Customer has and will retain sole responsibility for (a) all information, instructions and materials provided by him/her or on his/her behalf or on any Authorized User’s behalf in connection with the InfraNav Service and Custom Map(s); (b) the Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by the Customer or through the use of third-party services ("Customer Systems"); (c) the security and use of Customer’s and Authorized Users' Access Credentials; and (d) all access to and use of the InfraNav Service, Custom Map(s) and Provider Materials directly or indirectly by or through the Customer Systems or the Customer’s or the Authorized Users' Access Credentials, with or without the Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

10.3. Access and Security

Customer shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Hosted Services.

11. Modification in Terms Notice

In the future, we may change these T&Cs; we will post changes on this URL and note the effective date so that you are always aware of the current T&Cs that apply to your purchase of the InfraNav Service and/ or Custom Map(s). These T&Cs were last updated on August 25, 2016.

12. Termination

HIP Consult may, without notice (except as required by Law) and without liability to the Customer, refuse to honor any instruction for the purchase of a License at any time if: (a) the Customer attempts to charge funds from a Debit Card Account or Credit Card Account that does not belong to the Customer or from a Debit Card Account which does not have sufficient available funds, or if the Customer is paying by credit card, there is an insufficient available line of credit; (b) the Customer’s financial institution attempts to charge back or reverse a purchase of a License on the basis of a dispute related to a purchase; (c) the Customer provides incorrect or false information about him/herself, his/her Debit Card Account or Credit Card Account; (d) the Customer attempts to tamper, hack, modify or otherwise corrupt the security or functionality of the Website; (e) HIP Consult receives conflicting claims regarding ownership of, or the right to withdraw funds from, a Debit Card Account or Credit Card Account; (f) the Customer has breached a term or condition of these T&Cs, or any representation or warranty that the Customer makes under these T&Cs is false; or (g) HIP Consult believes that any License purchase may be fraudulent or impermissible, violates any applicable Law, rule or regulation or otherwise exposes the Customer or HIP Consult to risk of loss.

HIP Consult may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, cancel, suspend, terminate or otherwise deny a Customer, any Authorized User's or any other Person's access to or use of all or any part of the InfraNav Service or Provider Materials, without incurring any resulting obligation or liability, if: (a) HIP Consult receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires HIP Consult to do so; or (b) HIP Consult believes, in its sole discretion, that: (a) the Customer or any Authorized User has failed to comply with, any term of this Agreement, or accessed or used the InfraNav Service beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (b) the Customer, any Authorized User or any other Person is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; or (c) this Agreement expires or is terminated.

Notwithstanding the above, HIP Consult may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, cancel, suspend, terminate or otherwise deny a Customer, any Authorized User's or any other Person's access to or use of all or any part of the InfraNav Service or Provider Materials for any reason by providing thirty days advance notice. Upon cancellation or suspension, a Customer’s or any Authorized User’s right to use the InfraNav Service will stop immediately. If HIP Consult cancels a Customer’s access to the InfraNav Service in its entirety without cause, HIP Consult will refund the Customer on a pro-rata basis the amount of the Service Price and Sales Tax corresponding to the portion of access remaining right before HIP Consult terminated access.

In addition to any other express termination right set forth elsewhere in this Agreement, either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (c) makes or seeks to make a general assignment for the benefit of its creditors; or (d) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

This Clause 12 does not limit any of HIP Consult's other rights or remedies, whether at Law, in equity or under this Agreement.

13. Effect of Expiration or Termination

Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate;
the Customer shall immediately cease all use of the InfraNav Service or Provider Materials and (a) promptly return to HIP Consult, or at HIP Consult's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on HIP Consult's Confidential Information; and (b) permanently erase HIP Consult's Confidential Information from all systems the Customer directly or indirectly controls; and (c) certify to HIP Consult in a signed written instrument that he/she has complied with the requirements of this Clause 13(ii);
notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (a) the Receiving Party may retain the Disclosing Party's Confidential Information; and (b) the Customer may retain Provider Materials, in the case of each of subclause (a) and (b) in its then current state and solely to the extent and for so long as required by applicable Law; and (c) all information and materials described in this Clause 13(iii) will remain subject to all confidentiality, security and other applicable requirements of this Agreement: and
HIP Consult may disable Customer and Authorized User access to the Hosted Services and Provider Materials.

14. Representations and Warranties

14.1. Mutual Representations and Warranties

Each party represents and warrants to the other party that:

it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement; and
this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

14.2. Additional Customer Representations, Warranties, and Covenants

The Customer represents, warrants and covenants to HIP Consult that his/her consent to this Agreement has been duly authorized by all necessary corporate or organizational action.

14.3. Disclaimer of Warranties

HIP Consult assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, or communication of the InfraNav Service, Custom Map(s) and/or Provider Materials. HIP Consult is also not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to any person’s computer or other hardware or software, related to or resulting from using or downloading materials in connection with the Internet and/or in connection with the InfraNav Service, Custom Map(s) and/or Provider Materials.

THE INFRANAV SERVICE, THE CUSTOM MAP(S) AND THE PROVIDER MATERIALS ARE PROVIDED TO YOU ON THE BASIS THAT THEY ARE INTENDED SOLELY FOR YOUR INTERNAL USE. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN CLAUSE 14.1, THE INFRANAV SERVICE, CUSTOM MAP(S) AND PROVIDER MATERIALS ARE PROVIDED "AS IS" AND HIP CONSULT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, HIP CONSULT AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND EACH OF THEIR DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, EMPLOYEES, LICENSORS, AND SUPPLIERS DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, HIP CONSULT MAKES NO WARRANTY OF ANY KIND THAT THE INFRANAV SERVICE, CUSTOM MAP(S) AND OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

HIP CONSULT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS DO NOT WARRANT THAT THE INFORMATION CONTAINED IN THE INFRANAV SERVICE, THE CUSTOM MAP(S) AND PROVIDER MATERIALS WILL BE ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE INFRANAV SERVICE, THE CUSTOM MAP(S) AND PROVIDER MATERIALS, THE SERVERS ON WHICH THEY ARE MADE AVAILABLE, OR ANY CONNECTED SYSTEM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER HIP CONSULT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS DO NOT WARRANT THAT THE ONLINE ACCESS TO THE INFRANAV SERVICE, CUSTOM MAP(S) OR PROVIDER MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE INFRANAV SERVICE, THE CUSTOM MAP(S) AND/OR PROVIDER MATERIALS, THE SERVERS ON WHICH THEY ARE MADE AVAILABLE, OR ANY CONNECTED SYSTEM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

If applicable Law does not allow the exclusion of implied warranties, then the above disclaimers and exclusions shall be amended only to the extent needed to bring them in conformance with applicable Law.

15. Limitations of Liability

USE OF THE INFRANAV SERVICE, THE CUSTOM MAP(S) AND THE PROVIDER MATERIALS ARE AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING, USE OF, OR ACCESS TO THE INFRANAV SERVICE, THE CUSTOM MAP(S) AND THE PROVIDER MATERIALS. NEITHER HIP CONSULT NOR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, AND EACH OF THEIR DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, EMPLOYEES, LICENSORS, AND SUPPLIERS, ARE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING AS A RESULT OF OR RELATING TO (1) INFORMATION OR CONTENT EXPRESSLY OR IMPLIEDLY PUBLISHED IN THE INFRANAV SERVICE, THE CUSTOM MAP(S) AND THE PROVIDER MATERIALS, OR (2) ANY ERRORS IN OR OMISSIONS FROM THE INFRANAV SERVICE, THE CUSTOM MAP(S) AND THE PROVIDER MATERIALS OR (3) INTERCEPTION OR USE OF CREDIT CARD OR DEBIT CARD INFORMATION OR OTHER PERSONALLY IDENTIFIABLE INFORMATION, IN EACH CASE NOTWITHSTANDING ANY NEGLIGENCE, DEFAULT OR LACK OF CARE BY HIP CONSULT OR ITS SUPPLIERS, OR THAT SUCH LOSS OR DAMAGE WAS FORESEEABLE.

NEITHER HIP CONSULT NOR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, EMPLOYEES, LICENSORS, AND SUPPLIERS, ARE RESPONSIBLE OR LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY LEGAL THEORY OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, ARISING OUT OF OR RELATING IN ANY WAY TO THE INFRANAV SERVICE, THE CUSTOM MAP(S) AND THE PROVIDER MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.

IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF HIP CONSULT AND ITS LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE SUM OF THE SERVICE PRICE AND CONTENT PRICE THAT HIP CONSULT RECEIVED FROM THE CUSTOMER IN THE SIX MONTH PERIOD PRIOR TO WHEN THE CAUSE OF ACTION AROSE. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

16. Indemnification

The Customer agrees to indemnify and hold HIP Consult, its affiliates, its licensors, its suppliers, its Subcontractors and each of their directors, officers, agents, contractors, partners, employees, licensors, and suppliers (each, a "Provider Indemnitee") harmless from and against any action, loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with his/her use of the InfraNav Service, Custom Map(s) and/or Provider Materials, his/her conduct in connection with the InfraNav Service, Custom Map(s) and/or Provider Materials or any violation of these T&Cs or of any Law or the rights of any third party.

Further, the Customer agrees to indemnify, defend and hold harmless each Provider Indemnitee from and against any and all Losses incurred by such Provider Indemnitee in connection with any action by a third party (other than an affiliate of a Provider Indemnitee) that arises out of or relates to any:

any materials or information (including any documents, data, specifications, software, content or technology) provided by the Customer or on its behalf of or any Authorized User’s behalf;
allegation of facts that, if true, would constitute his/her breach of any of its representations, warranties, covenants or obligations under this Agreement; or
negligence or more culpable act or omission (including recklessness or willful misconduct) by the Customer, any Authorized User, or any third party on behalf of itself or any Authorized User, in connection with this Agreement.

HIP Consult shall promptly notify the Customer in writing of any action for which it believes it is entitled to be indemnified pursuant to Clause 16. In regards to any action by a third party, the Customer shall cooperate with HIP Consult, HIP Consult shall immediately take control of the defense and investigation of such action and HIP Consult shall employ counsel of its own choosing to handle and defend the same. The Customer may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

17. Use of Information and Disclosure to Others

The Customer agrees that any information about the Customer, his/her Licenses, his/her Customer Data, his/her Debit Card Account and/or Credit Card Account, that the Customer provides or that HIP Consult otherwise receives in connection with the InfraNav Service and/or Custom Map(s) may be provided to any party designated by HIP Consult to perform its obligations under these T&Cs, Service Providers and parties working with those Service Providers in accordance with the InfraNav Privacy Policyand as allowed by Law.

In particular, HIP Consult may share such information with Service Providers including financial institutions and other independent contractors that HIP Consult partners with that allow the Customer to purchase the InfraNav Service and/or Custom Map(s), including Stripe, Inc., which is processing HIP Consult’s Credit Card and Debit Card transactions. In this case HIP Consult will only provide the data inputted by the Customer in his/her purchase request to Stripe or any other third party provider, and the Customer hereby expressly consents to HIP Consult to disclose such information to Stripe or any other third party provider. Further, Stripe or a third party provider may collect information directly from Customer via cookies or other means. The Customer hereby expressly consents to Stripe or a third party provider collecting, using, retaining and disclosing this information. This data will be held by Stripe or any other third party provider only for the purpose of affecting the purchase as set out in Stripe’s or that third party provider's privacy policy.

The InfraNav Privacy Policy is found on the Website under the link “Legal”.

18. Intellectual Property

18.1. InfraNav Service, Custom Map(s), and Provider Materials

The Customer acknowledges that all right, title and interest in and to the InfraNav Service, Custom Map(s), and Provider Materials, including all Intellectual Property Rights therein, are and will remain with HIP Consult and the respective rights holders in the Third-Party Materials. Customer has no right, license or authorization with respect to any of the InfraNav Service, Custom Map(s), and Provider Materials (including Third-Party Materials) except as expressly set forth in Clause 3.2 or the applicable third-party license, in each case subject to Clause 3.4. All other rights in and to the InfraNav Service, Custom Map(s) and Provider Materials (including Third-Party Materials) are expressly reserved by HIP Consult and the respective third-party licensors.

18.2. Customer Data

As between the Customer and HIP Consult, the Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Clause 18.3.

You retain all ownership rights to all Customer Data you publish on the Website. HIP Consult can, however, reproduce, publish and distribute all or portions of your Customer Data online and offline and permit others to do the same.

18.3. Consent to Use Customer Data

The Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data: (a) to HIP Consult, its Subcontractors and the Provider Personnel as are necessary or useful to perform the InfraNav Service and Custom Map(s); and (b) to HIP Consult as are necessary or useful to enforce this Agreement and exercise its rights and perform its hereunder. In regards to Customer Data relating to specific networks that the Customer has uploaded as data files or provided comments on, the Customer hereby authorizes that such Customer Data shall be accessible to all users of the InfraNav Service in whatever form HIP Consult choses, and hereby grants HIP Consult a worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from, sell and distribute, or incorporate such materials into any form, medium or technology, without compensation to the Customer. In addition, the Customer warrants that all "moral rights" that the Customer may have in those materials have been voluntarily waived by the Customer. None of the materials shall be subject to any obligation of confidence on the part of HIP Consult, its Subcontractors, the Provider Personnel, its agents, subsidiaries, affiliates, co-brand partners or other partners and their respective directors, officers and employees.

If Customers wish to remove their Customer Data from the Website they should send an email to support@infranav.com with the reason for requesting the removal, and HIP Consult will consider each request on a case-by-case basis. Note if the Customer Data has already been distributed by HIP Consult to a third party, HIP Consult will not under any circumstances undertake such a removal request in regards to any such third parties who may have received or accessed this data. HIP Consult reserves the right, and has absolute discretion, to remove, screen or edit without notice any Customer Data posted or stored on the Website at any time if HIP Consult deems, in its sole discretion, that the Customer Data violates any provisions of these T&Cs. However, HIP Consult shall have no liability in respect of the exercise or non-exercise of such rights.

19. Confidentiality

19.1. Confidentiality

In connection with this Agreement each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to Clause 19.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as "confidential". Without limiting the foregoing: all Provider Materials are the Confidential Information of HIP Consult and the terms of this Agreement are Confidential Information of HIP Consult. Please note that all Customer Data relating to specific networks which the Customer uploads and shares with HIP Consult will not be considered Confidential Information.

19.2. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

19.3. Protection of Confidential Information

As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall two years from any disclosure of or access to Confidential Information:

not access or use Confidential Information other than as necessary to exercise its right or perform its obligations under and in accordance with this Agreement;
except as may be permitted by and subject to its compliance with Clause 19.3(iii) not disclose or permit access to Confidential Information other than to its Representatives who: (a) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (b) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Clause 19.3(ii) and (c) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Clause 19.3(ii);
safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and
ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Clause 19.

19.4. Compelled Disclosures

If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Clause 19.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Clause 19.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's outside legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

20. Force Majeure

In no event will HIP Consult be liable or responsible to the Customer, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond HIP Consult's reasonable control (a "Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Without limiting any termination rights that HIP Consult has elsewhere in this Agreement, HIP Consult may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of 30 days or more.

In the event of any failure or delay caused by a Force Majeure Event, HIP Consult shall give prompt written notice to Customer stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

21. Assignment

The Customer may not assign these T&Cs to any other party. HIP Consult may assign these T&Cs or delegate certain of its rights and responsibilities under these T&Cs to third parties without notice to the Customer.

22. Surviving Terms

The provisions set provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Clause 3.4 (Authorization Limitations and Restrictions), Clause 13 (Effects of Termination), Clause 14 (Representations and Warranties), Clause 15 (Limitation of Liability), Clause 16 (Indemnification), Clause 19 (Confidentiality), this Clause 22 (Surviving Terms), and Clause 23 (Miscellaneous).

23. Miscellaneous

These T&Cs, the InfraNav Privacy Policy and the InfraNav Terms and Conditions of Use of the Website, represent the entire agreement between us relating to your right to access and use the InfraNav Service and/or Custom Map(s), the Website and the Account, and supersede any and all prior or written or oral agreements between us with respect to such subject matter.

If any provision of these T&Cs is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these T&Cs and shall not affect the validity and enforceability of any remaining provisions.

The relationship between the Customer and HIP Consult is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Neither party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other party's trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that HIP Consult may, without Customer's consent, include Customer's name and/or other indicia in its lists of HIP Consult’s current or former customers of HIP Consult in promotional and marketing materials.

This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

These T&Cs and the relationship between the Customer and HIP Consult shall be governed by and construed in accordance with the laws of the District of Columbia without regard to its conflict of law provisions.

The Customer agrees that the courts of the District of Columbia shall have exclusive jurisdiction to hear and determine any suit, action or proceedings that may arise out of or in connection with these T&Cs and for such purposes irrevocably submits to the jurisdiction of such courts.

The Customer agrees that to the extent any statute or Law to the contrary may be modified hereby, any claim or cause of action arising out of or related to the InfraNav Service and/or Custom Map(s) or these T&Cs must be filed within one (1) year after such claim or cause of action arose or it will be forever barred.

The Customer irrevocably and unconditionally waives any right he/she may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

The Customer acknowledges and agrees that a breach or threatened breach by him/her of any of his/her obligations under Clause 19 (Confidentiality), Clause 3.4 (Authorization Limitations and Restrictions), and Clause 8.4 (Corrective Action and Notice), would cause HIP Consult irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, HIP Consult will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at Law, in equity or otherwise.

No waiver by HIP Consult of any breach or default by the Customer under these T&Cs shall be deemed to be a waiver of any preceding or subsequent breach or default. No provision of these T&Cs provides any person or entity not a party to these T&Cs with any remedy, claim, liability, reimbursement, or cause of action, or creates any other third party beneficiary rights

InfraNav Terms and Conditions of Use of Service

InfraNav Ⓒ 2024