VOI LICENCING AGREEMENT
This Licencing Agreement (the “Agreement“) is entered into by and between Voi Technology AB, a Swedish limited liability company registered in Sweden with company number 559160-2999 (“Voi“) and any person (legal entities and individuals) (“You”) accessing and displaying Data, as defined below, by use of Voi’s application programming interface (the “API”). By accessing and/or displaying any Data provided by Voi You agree to the terms and conditions outlined in this Agreement.
1. The Licence
Voi hereby grants You a limited, non-exclusive, non-transferable, revocable and royalty-free licence to access and display the data and information related to Voi’s vehicles and services made available through the API (the “Data“) for the purpose of displaying real-time information about Voi’s vehicles and services to third parties (the “License“).
2. Use restrictions
The License does not authorise You to engage in, or assist any third parties in, any of the following activities: (a) use the Data for unlawful purposes, (b) store any Data, (c) reverse engineer any Data, (d) host, stream, publish, distribute, sublicense, or sell the Data as a stand-alone or aggregated dataset, (e) access the Data using unauthorised means other than those provided or authorised by Voi, (f) circumvent access restrictions to the Data, (g) employ data mining or extraction methods on the Data, (h) attempt to correlate the Data with any potential personal data of Voi’s customers, (i) make false claims of affiliation, approval, endorsement, or sponsorship by Voi, (j) use or authorise the use of Voi’s trademarks or trade names without prior written permission.
Voi owns and retains all rights, title, and interest in the Data and reserves the right to modify and discontinue the provision of any or all of the Data at its discretion, without any prior notice.
4. No Warranty
The Data is provided as is and as available at Voi’s sole discretion and is utilised at Your sole risk. Voi makes no warranty of the functionality nor availability of the API. To the maximum extent permitted by law, Voi disclaims all warranties, whether express, implied or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement in relation to the Data. Voi also disclaims any guarantee of Data meeting Your needs or being continuously available, complete, accurate, timely, secure, or error-free.
5. Limitation of Liability and Waiver
Voi, its subsidiaries, officers, directors, employees, agents, and affiliates, shall not be held liable for any loss or damage, whether direct, indirect, incidental, or consequential, arising from Your access to or use of the Data. You agree not to bring any claims for damages against these parties arising from this Agreement, the Data, or its use.
You agree to indemnify, defend, and hold Voi, its subsidiaries, officers, directors, employees, agents, and affiliates, harmless from and against all kind of losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, inclusive of legal fees, stemming from or pertaining to Your breach of any term of this Agreement.In the event that Voi seeks indemnity or defense from you in accordance with this section 6, Voi shall notify You and provide You with details of the claim(s) that have been raised against Voi and for which Voi seeks indemnification or defense.Voi reserves the right to, at its sole discretion, retain complete and independent control over the defense pertaining to such claim(s), engaging legal advice and legal representation of Voi’s choosing. You shall refrain from entering into any third-party agreements that could, in any way, be construed as an admission of liability by Voi or that would obligate or bind Voi in any respect, without obtaining the prior written consent of Voi.
7. No Waiver of Rights
Nothing in this Agreement results in, or implies, a waiver of any rights held by Voi in the Data or in any copyrights, patents, or trademarks or any other kind of intellectual property right owned or licensed by Voi or its subsidiaries.
8. Confidential Information
Throughout the duration of this Agreement, Voi may, at its discretion, reveal or grant access to You, information encompassing its business activities, products, confidential intellectual assets, trade secrets, third-party privileged data, and other sensitive proprietary information. This information may be conveyed in various forms, such as oral communication or documented, electronic, or other configurations, whether explicitly labeled as “confidential” or not (collectively, “Confidential Information“).
Your utilization of this Confidential Information is expressly restricted to the purposes set out under section 1 of this Agreement. You shall not disclose Confidential Information to any individual or entity except for your potential employees who require knowledge of the Confidential Information to effectively perform the rights and responsibilities set out in this Agreement under the event of which You warrant that such employees shall be subject to confidentiality obligations equivalent to this section 8.
You shall immediately delete or return (as requested by Voi) the Data and any potential Confidential Information which You may have in your possession immediately pursuant to the termination or expiration of this Agreement.
Voi reserves the right to terminate this Agreement for convenience at its sole discretion. Termination becomes effective immediately upon Voi’s notice of termination to You. Sections 6 and 8 will survive termination.
10. Processing of personal data
For the purposes of entering into, fulfilling and administering our contractual relationship with You we may collect Your identity data (name), contact information (email address, phone number and address) and employment data (job role). Depending on whether you enter into this Agreement as an individual or on behalf of a legal entity, the lawful basis for this processing activity is Voi’s performance of a contract (GDPR article 6.1.b) for individuals as a party to this Agreement and Voi’s legitimate interest to perform in accordance with a contract (GDPR article 6.1.f) for legal entities as a party to this Agreement.
Please read our privacy notice here for more information about Voi as the data controller, how we may transfer personal data to third parties and protect the safety and integrity of your personal data.
11. Applicable Law and Jurisdiction
This Agreement is governed by the laws of Sweden, without regard to conflicts of law principles. Any dispute arising under or relating to this Agreement shall be resolved in a court of competent jurisdiction situated in Stockholm, Sweden.
12. Entire Agreement
This Agreement constitutes the complete and exclusive agreement between Voi and You concerning its subject matter, superseding all prior oral or written agreements relating to the subject matter.
For inquiries regarding this Agreement or the Data, including requests for permission to use trademarks and trade names, please contact [email protected].