Terms and Conditions

Micello APIs and Content - Terms of Service

1. Introduction

Micello provides the content and APIs for indoor maps venues. These may be both public places such as shopping malls, airports, convention centers, stadiums, schools or private places such as business campuses. Micello provides the foundation for the indoor location based services ecosystem and encourages partners to use its APIs and Content. Micello will also assist developers in creating innovative and exciting applications in this new ecosystem and build valuable businesses. The use of Micello APIs and Content is however subject to some restrictions and conditions. The Terms will evolve as the ecosystem grows and our partners create new exciting applications. We appreciate your feedback on these Terms.

2. Use of Micello Content and Micello APIs

All use of the Micello API and content, documentation, code, and related materials made available to you on or through Micello ("Micello Content") is subject to and must comply with these Terms of Service (“Terms”):


2.1. You may use the Micello Content in connection with the products or services you provide (your "Service") to search, display, analyze, retrieve, view, and submit information to or on Micello Content. You may use the Micello name or logos and other brand elements that Micello makes available in order to identify the source of Micello Content.


2.2. Your use of the Micello Content are subject to certain limitations on access, calls, and use as set forth in the Terms, on micello.com/developers, or as otherwise provided to you by Micello. If Micello believes that you have attempted to circumvent these limitations, your ability to use the Micello Content may be temporarily or permanently blocked. Micello may monitor your use of the Micello Content to improve the Micello service and to ensure your compliance with these Terms.

2.3. You will not attempt or encourage others to:

A. sell, rent, lease, sublicense, redistribute, or syndicate access to the Micello API or Micello Content to any third party without prior written approval from Micello. B. export or extract non-programmatic, GUI-driven Micello Content as a PDF or spreadsheet by using "save as" or similar functionality. Exporting Micello Content to a data store as a service or other cloud based service is not permitted.

C. cache Micello Content and use in your APIs or programs to circumvent access to Micello servers.

D. remove or alter any proprietary notices or signage on the Micello API or Micello Content;

E. use or access the Micello API for purposes of monitoring the availability, performance, or functionality of any of Micello's products and services or for any other benchmarking or competitive purposes; or

F. use Micello logos or symbols in a manner that creates a sense of endorsement, sponsorship, or false association with Micello. You may not use Micello marketing elements as part of the name of your company or Service, or in any product, service, name field or logos created by you. All use of Micello elements, and all goodwill arising out of such use, will inure to Micello's benefit.

G. use or access the Micello API to aggregate, cache or store place and other geographic location information contained in Micello Content.

2.4. Your Service may be an application or client that provides major components of a Micello-like end user experience (a "Client"). An example of a Client is a downloadable application that displays Indoor Maps and allows the client to search for local stores and other information. If so, certain additional terms apply, including:

A. Your Client must use the Micello API as the sole source for features that are substantially similar to functionality offered by Micello.

B. Your Client cannot frame or otherwise reproduce significant portions of the Micello service. You should display Micello Content using the Micello API.

2.5. You do not have a license to Micello Content submitted through your Service other than the rights granted in the Terms.


3. Business Terms


It is our goal to provide you, our ecosystem partner, with a policy that is clear and transparent about what you can do to monetize your Service. The rights that you have under this agreement depend on whether you are using the service for educational, non-profit, commercial, or development use as outlined further below. We require you use access credentials to use the Micello Content, and require use of session tracking methods for all uses of the Micello Content.


3.1. Education and Non-Profit Organization use:


A. Right to use: Subject to your compliance with this agreement, you may develop or host an online or mobile application (an “Application”) that is designed to access and use the service to display results for educational or non-profit use using only methods and means of access that are documented in the Micello APIs. To be considered non-profit organization use under this Section you must be a tax exempt organization. Educational use under this Section means use by public and private K-12 schools, universities, community colleges and other collegiate level institutions such as vocational schools, trade schools and career colleges, including their faculty, staff, and students. Commercially funded research projects and commercial company use for educational purposes are excluded from educational use under this Section. Your Application and content in your Application must be available publicly without restriction (for example, login or password must not be required) or available internally for free instructional and non-commercial research use.


B. Restrictions on your use: We do have some restrictions on your use of the service. You may not:

  • copy, store, archive, or create a database of the content.

  • change, obscure or remove any logo, trademark, copyright or other notice of Micello or its suppliers, digital watermarks, or any advertisement; and if the required logos and copyright notices are not included in the service generated content, you shall add the logos and copyright notices provided by Micello to the service generated content as described in the Micello APIs;

  • integrate the Micello Maps Network or any of its content with any other mapping platform.


3.2. Commercial use:


If you would like to develop or host an Application that is designed to access and use the service for commercial use and content will be available publicly without restriction you may do so by complying with the following terms. You may not:

  • copy, store, archive, or create a database of the content.

  • change, obscure or remove any logo, trademark, copyright or other notice of Micello or its suppliers, digital watermarks, or any advertisement; and if the required logos and copyright notices are not included in the service generated content, you shall add the logos and copyright notices provided by Micello to the service generated content as described in the Micello APIs.

  • integrate the Micello Maps Network or any of its content with any other mapping platform.


3.3. Development use:


If you would like to develop or host an Application that is designed to access and use the service for development, testing or evaluation, you may do so by complying with the following terms. You may not:

  • copy, store, archive, or create a database of the content.

  • change, obscure or remove any logo, trademark, copyright or other notice of Micello or its suppliers, digital watermarks, or any advertisement; and if the required logos and copyright notices are not included in the service generated content, you shall add the logos and copyright notices provided by Micello to the service generated content as described in the Micello APIs.

  • integrate the Micello Maps Network or any of its content with any other mapping platform.


4. Content Attribution Requirements: The following content provider attribution must be adhered to when using the Micello Content:

  • You must display the Micello logo with the service at all times.

  • You must not obscure, crop or cover any part of the logo.

  • You must not modify the color or font of the logo.

  • You must not display the logo at an angle.


5. Provision of Service by Micello


5.1 Advertising: Micello APIs currently do not include advertising in the maps. However, Micello reserves the right to include advertising provided to you through the Service, but will provide you with thirty (30) days notice prior to the commencement of advertising in the maps. Such notice may be provided on relevant Micello websites, including but not limited to the Micello blog/forum. During that 30 day period, you may terminate your use of the Service.


5.2 Limits on Your Use of the Micello APIs and Content: You acknowledge and agree that Micello may impose or adjust the limit on the number of transactions you may send or receive through the Service; such fixed upper limits may be set by Micello at any time, at Micello's discretion.


5.3. Micello Content is subject to change from time to time. You will be notified of the change. The period of supporting backward compatibility in Micello Content will be at the sole discretion of Micello.

6.Termination

This agreement will become effective on your first use of the service or APIs. You may terminate any license in these Terms at any time by ceasing your access to the Micello Content. Micello may immediately suspend your access to the Micello Content (or if necessary, terminate this agreement with you) at any time, and without notice to you if you breach any term or condition in the Terms or otherwise engage in activities that Micello reasonably determines are likely to cause liability to Micello. Micello may also terminate any licenses hereunder for any reason (including by email to the address associated with your account). Micello will not be liable for any costs, expenses, or damages as a result of its termination of this agreement. Upon termination of this agreement, you will promptly cease accessing and using the Micello Content and will delete all Micello Content and any information derived there from and all copies and portions thereof, in all forms and types of media from your Service.


7. Confidentiality

You may be given access to certain non-public information, software, and specifications relating to the Micello API ("Confidential Information"), which is confidential and proprietary to Micello. You may use this Confidential Information only as necessary in exercising your rights granted in these Terms. You may not disclose any of this Confidential Information to any third party without Micello's prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

8. Ownership, Feedback


8.1 Micello:

You expressly acknowledge that Micello will retain all worldwide right, title and interest in and to the Micello Content, including all intellectual property rights therein. You also acknowledge that as between you and Micello, Micello owns all right, title and interest in and to the Micello API, and the Micello service (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. Any rights not expressly granted herein are withheld. You agree that you will not challenge Micello's ownership of, the validity of any license to use, or otherwise copy or exploit the Micello Content during or after the termination of this agreement except as specifically authorized herein. If you acquire any rights in the Micello Content, by operation of law or otherwise, you will, at no expense to Micello, immediately assign such rights to Micello.


8.2 You: As between you and Micello, you retain all worldwide right, title and interest in and to your Service, excluding the Micello API, Micello Content, and the Micello Service (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. You may provide Micello with comments concerning the Micello Content or Micello API or your evaluation and use thereof. You agree that Micello and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate, and otherwise use the feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to you.

9. Updates

Micello may update or modify the Micello Content and other Terms, from time to time its sole discretion by posting the changes on this site or by otherwise notifying you (such notice may be via email). You acknowledge that these updates and modifications may adversely affect how your Service accesses or communicates with the Micello Content. If any change is unacceptable to you, your only recourse is to terminate this agreement by ceasing all use of the Micello Content. Your continued access or use of the Micello Content will constitute binding acceptance of the change.

10. Changes to the Service; Cancellation of the Service; Audit. We may change the Micello Content at any time and for any reason. Such changes may include removal of features, or the requirement of fees for previously-free features. Some changes to the service may cause your Service to stop working. We may cancel or suspend your use of the Micello Content at any time. Our cancellation or suspension may be without cause and/or without notice. Upon service cancellation, your right to use the Micello Content stops right away. Once the service is cancelled or suspended, any data you have stored on the service may not be retrieved later. Micello reserves the right to verify your compliance with this contract.


11. Representations and Warranties; Disclaimer

11.1 Representations and Warranties.


You represent and warrant that:

A. you have the necessary power and authority to enter into this agreement, and that the performance of your obligations will not constitute a breach or otherwise violate any other agreement or the rights of any third party arising there from;

B. you will maintain throughout the term of this agreement all rights and licenses that are required with respect to your Service; and

C. your Service and its use, distribution, sale and license, including the use of any license hereunder, does and will continue to comply with all applicable foreign, federal, state, and local laws, rules, and regulations.

11.2. Disclaimer


THE MICELLO CONTENT, MICELLO API, AND ANY OTHER MICELLO PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND ON AN "AS-AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. MICELLO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. MICELLO DOES NOT WARRANT THAT THE MICELLO CONTENT AND MICELLO API AND ANY OTHER MICELLO PRODUCTS AND SERVICES PROVIDED HEREUNDER WILL MEET ALL OF YOUR REQUIREMENTS OR THAT USE OF SUCH MICELLO CONTENT AND MICELLO API BE ERROR-FREE UNINTERRUPTED, VIRUS-FREE, OR SECURE.

12. Limitation of Liability

IN NO EVENT WILL MICELLO BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE MICELLO API, MICELLO CONTENT, OR OTHER MICELLO PRODUCTS AND SERVICES WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, MICELLO'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AGGREGATE FEES YOU PAID FOR ACCESS TO THE MICELLO API IN THE LAST 12 MONTHS.

13. Indemnification

You will indemnify, defend, and hold Micello, its subsidiaries, affiliates, officers, and employees, harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys' fees) brought by a third party arising out of or in connection with: (a) any act or omission by you, in connection with your use of the Micello Content, or the Micello API; (b) your use of the Micello Content or the Micello API other than as expressly allowed by this agreement; (c) your breach or alleged breach of any of the terms, restrictions, obligations or representations under this agreement; or (d) your Service. You will assume control of the defense and settlement of any claim subject to indemnification by you. Micello may, however, at any time elect to take over control of the defense and settlement of any such claim. In any event, you will not settle any such claim without Micello's prior written consent.

14. General


These Terms constitute the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Any modification to the Terms by you must be in a writing signed by both you and Micello. You may not assign any of the rights or obligations granted hereunder, voluntarily or by operation of law (including without limitation in connection with a merger, acquisition, or sale of assets) except with the express written consent of Micello, and any attempted assignment in violation of this paragraph is void. This agreement does not create or imply any partnership, agency or joint venture. This agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflicts of law rules or principles. All claims arising out of or relating to this agreement will be brought exclusively in the federal or state courts of Santa Clara County, California, USA, and you consent to personal jurisdiction in those courts. No waiver by Micello of any covenant or right under this agreement will be effective unless memorialized in a writing duly authorized by Micello. If any part of this agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this agreement will remain in full force and effect.