Indoorway Service Terms And Conditions
Indoorway sp. z o.o. (“Indoorway”) is a software provider of development tools and services for developers of mobile applications that use our positioning technology. We provide you (the “Client”) with our software development kit supplemented by our applications and services associated therewith.
These terms of service (“Terms”) constitute an agreement between you and us concerning your use of our software, positioning technology and services associated therewith (provision of tools for sending Push Notifications). By downloading, installing, accessing or using of our products and services you agree to be bound by all terms and conditions of these Terms.
By downloading, installing, accessing or using of our products and services you acknowledge that you have read, understood and agree to be bound by these Terms and to comply with all applicable laws and regulations, including all rules, policies, procedures and licenses published by Indoorway that concern our products and services. If you do not agree to these Terms, please do not download, install, access or use of our products and services.
You represent and warrant that you are of legal age in your country of residence and – when acting on behalf of a legal entity – you have the right and empowerment to enter these Terms on behalf of and in favour of that entity.
Please note that the use of the Indoorway Services and the Indoorway Software by entities which area of business is software housing (further distribution of software) is possible only on the basis of technological partnership with the Indoorway under separate written agreement.
Please find below definitions of terms used in these Terms:
|“Terms”||these terms and conditions of our services.|
|“Indoorway”||Indoorway sp. z o.o. (a limited liability company) with its registered seat in Lublin (address: Tomasz Zan Street 39, 20-634 Lublin), Poland; registered under Polish law in the register of entrepreneurs of the National Court Register with its registration no. 0000660847.|
|“Account”||your account registered at www.indoorway.com in order to use SDK, our positioning technology and our Services.|
|“Client Data”||all data and metadata delivered to Indoorway by the Client within the Indoorway Services, other than personal data, including all maps, graphics and images such as a floor plan image of the site covered by the Indoorway Services, its 3D model, and any other data delivered by the Client in connection with his use of the Indoorway Services.|
|“Client Application”||Client’s mobile application which is integrated with the Indoorway Software (including with SDK) for the use of the Indoorway Services.|
|“Device Data”||all data of a mobile device such as (i) its specific identifier (UDID, iOS IDFA, Android Advertising ID and other), (ii) its model information, (iii) Location Data, and (iv) data on end-user’s use of the Indoorway Services.|
|“Indoorway Data”||all data, metadata and content generated or collected by the Indoorway Services which do not constitute personal data; it consists of Sensor Data, Device Data, Location Data and any other data collected or generated by the Indoorway Software within and in connection with the Indoorway Services.|
|“Indoorway Services”||Indoorway indoor positioning services provided to Indoorway’s clients in a cloud environment.|
|“Indoorway Software”||all Indoorway-developed software used for Indoorway Services, but not limited to Software, indoor positioning client Software, SDK and an indoor positioning application programming interface (“API”) and all forms of their presentation and implementation, its source code, object code or other form, including libraries and all computerized databases and other data collections; interfaces and all visual and structure elements of software; documentation of such software; any other element of software considered as such under law of any and all jurisdictions.|
|Intellectual Property||all subjects of Intellectual Property Rights protection and its embodiments, including but not limited to inventions, designs, technology, know-how, ideas, improvements and other (whether patentable or not), confidential information, databases, designs, models, development tools, Works, Trademarks.|
|Intellectual Property Rights||all exclusive rights relating to, arising from or associated with the Intellectual Property under the law of any jurisdiction, including but not limited to (i) patents and patent applications, (ii) utility models and applications for utility model, (iii) industrial design rights and application for industrial design right, (iv) copyrights to Works and all related rights, (v) rights to databases, (vi) rights to know- how and other confidential information, (vii) any other exclusive right to Intellectual Property.|
|“Location Data”||position of the mobile device determined on the basis of Sensor Data or any other source of positioning data obtained during the use of Indoorway Services and Client’s Software or Client’s equipment and beacons.|
|“Push Notifications”||a short messages sent by you to end-user of Client Application that use our positioning technology, the Indoorway Services and the Indoorway Software.|
|“SDK”||our software development kit that we provide you with in order to use our positioning technology and our applications and Indoorway Services associated therewith.|
|“Sensor Data”||data collected by sensors or interface of a mobile device, in particular (but not limited to) accelerometer, magnetometer, gyro sensor, barometer, proximity sensor and brightness sensor, radio transmitters, cellular wifi, Bluetooth.|
|“Software”||all computer programs and other software, applications and components in whole or in parts, irrespective of its form, including in source code or object code; libraries and all computerized databases and other data collections; interfaces and all visual and structure elements of software; documentation of such software; any other element of software considered as such under law of any and all jurisdictions.|
|“Trademarks”||trademarks, service marks, logos.|
|“Works”||Software and other copyrightable content protected under copyright law (such as text, images, graphics, audio-visual works, sound recordings) and all subjects of related rights to artistic performance, phonograms, videograms and others, protected under applicable law.|
General information on how use the Indoorway Services
Implement our SDK in five quick steps:
- register yourself or your entity at our website www.indoorway.com,
- use our free map editor to create and manage your digital maps,
- set up beacons in your building,
- create radio maps with our free measuring application,
- integrate our SDK with your application.
You may manage your site and users through analytical dashboard. These steps will allow you to collect user’s data, analyse the effectiveness of marketing campaigns and optimize the space of your venue.
To begin an adventure with Indoorway and use our Indoorway Services you must create the Account at the Indoorway website www.dashboard.indoorway.com/user/sign_up. Before singing up you will be asked to accept these Terms and other Indoorway rules, policies, procedures and licenses.
After registration you will get access to Indoorway dashboard that will be available for you 24h a day after you log into your Account (session lasts till you log out; it expires also when you close web browser view). From the level of dashboard you will be able to create, download or make different versions of your maps and you will get access to choose one of the Indoorway Services subscriptions (Start Bundle, Basic Bundle, Business Bundle).
One physical person may open only one Account. An entity may open unlimited number of Accounts but only one of them may be subscribed in the same time on Indoorway Start Bundle. You acknowledge and agree that you cannot register Account in favour of any third party, including on a trust basis.
You represent and warrant that all of your data submitted by you during registration in Indoorway Services and for the whole period of maintenance of your Account is accurate, current and complete. You undertake to update your data without any delay and to inform Indoorway about any instance of fraud of your login data. In particular, you represent and warrant that you are aware that disclosure of your login data by you to third party may lead to such fraud. You are liable for all actions that may occur under your Account credentials.
We offer you four subscriptions: Start Bundle, Basic Bundle, Business Bundle and Enterprise Bundle. Please find below a chart that compares their scopes.
|Indoorway Start Bundle||Indoorway Basic Bundle||Indoorway Business Bundle||Indoorway Enterprise Bundle|
|Active Users Count||Up to 100||Up to 10,000||Up to 25,000||No limits|
|SDK (library for Android & iOS)||+||+||+||+|
last 30 days history
|3rd Party Data Integration||+|
Please note that Indoorway Start Bundle is a subscription dedicated only up to 100 active end-users (counted monthly) of the Client Application (considered as active end-users logged into the Client Application integrated with the Indoorway Software and Indoorway Services). It has limited access to analytics dashboard – you will gain access only to data gathered and processed in last 30 days before the current date of login to your Account. You acknowledge that Indoorway Start Bundle has no dedicated support (when necessary please contact us; we will try to help you but such aid is discretional and depends on our technical support capacity). If you expect and need dedicated support please be aware that you may access it by upgrading your subscription. You may check the current monthly status of the number of active end-users by logging into your Account. Specified data will be made available to you in Payment tab.
You acknowledge and agree that if you exceed the monthly amount of end-users your Account will be automatically upgraded on other subscriptions (depending on the number of such end-users; from Start Bundle to Basic Bundle or Business Bundle). This will be also followed by the rise of Indoorway Service Fee (according to the Indoorway Services Fee Schedule).
Hence we provide you with the possibility of the use of Indoorway Services also on free of charge basis (the Indoorway Start Bundle subscription) you acknowledge and agree that before choosing other subscriptions you should test our Services initially subscribing the Indoorway Start Bundle.
Please also note that these Terms regulates the access and use Indoorway Services under all of the subscriptions apart from the Enterprise Bundle which is possible to access only under separate written agreement.
Duration of the subscription
After the registration of your Account and choosing a subscription you will be asked to choose a duration of subscription from the following: annual subscription or indefinite period subscription.
You may choose the Indoorway Start Bundle only under indefinite period subscription basis.
Please note that the duration of the annual subscription will be automatically extended after the end of its annual period for the indefinite period subscription if the Client does not notify the Indoorway about either his resignation from the Indoorway Services after the end of the initial annual subscription or his decision to use the Indoorway Services under annual subscription basis for the next annual period. Such notification should be delivered (via e- mail or Account) to the Indoorway no later than 5 working days before the end of the annual subscription period.
Access and use of Indoorway Start Bundle is free of charge. For the access and use of other subscriptions we will charge you a monthly fee (the “Service Fee”), payable to the Indoorway’s bank account.
Reference period lasts for a month and starts after the end of the previous reference period. The first reference period starts on a day of reception of your payment of the Service Fee (for instance when the first Fee is receipt on January 17, at 2.00 p.m., the first reference period starts on January 17, at 2.00 p.m. and lasts till February 16, at. 11.59 p.m..
You may find on your Account all necessary information concerning our current Service Fees, methods and term of payment. You have 14 days (from uploading our invoice into your Account) to pay the monthly invoice issued for instalment of a Service Fee. The Service Fee is exclusive of any deductions or withholding on account of any taxes, levies, fees or other charges.
Please be aware that you may pay the Service Fee only by credit card (linked to your Account). For such payments we use a third-party payment processor. In addition to these Terms, processing of payment will be subject to the terms, conditions and privacy policies of such payment processor.
Any late payment of Service Fee is subject to interest for a delay at the annual rate determined by proper provisions of Polish law (but not less than 7% per annum). We will provide you in your Account with a daily unpaid balance.
You agree to pay all amounts due to Indoorway upon our demand. In the event of delay of payment of the Service Fee by more than 5 days (and without any prior notices) we reserve the right to deactivate your Account or deactivate any modules, parts or any elements of the Indoorway Services till you pay us such due amounts.
Indoorway Intellectual Property Rights
The Indoorway Services are provided to you also as Software as a Service (SaaS). To the extent it is necessary for the use of the Indoorway Services and the Indoorway Software, Indoorway hereby grants you a non-exclusive, worldwide, limited, personal (non-transferable, non-assignable and non-sub licensable), revocable license to access and use the Indoorway Services and the Indoorway Software within the scope set up in these Terms.
You acknowledges and accept that the Indoorway Services and the Indoorway Software are owned and delivered by the Indoorway and that Trademarks displayed at the Indoorway websites or in the Indoorway Software are owned by Indoorway, its affiliates or business partners.
With the exception of software, libraries and their codes owned by third parties, used by Indoorway in the Indoorway Software under open source basis (specified below), the Indoorway Software as a whole and its substantial parts, SDK libraries, codes as a whole and their parts (modules), or any other Intellectual Property Rights to Intellectual Property developed by Indoorway or its contractors, that is accessible for you within the use of Indoorway Services and Indoorway Software are the exclusive property of Indoorway and as such cannot be used as a whole or any of their parts alone for commercial purposes in any product or service of third party, other than registered on the Account, without prior Indoorway agreement to such use.
You are not allowed to copy, reproduce, modify, delete or amend, sell, lease, rent the Indoorway Services and the Indoorway Software in whole or any parts of it or create and use any derivative Works of the Indoorway Services and the Indoorway Software. You are not allowed to assign any of your rights and obligations onto third party without prior consent of the Indoorway. You are not allowed to use the Indoorway Services and the Indoorway Software in any manner that may breach any of the provisions of these Terms or provisions of law.
Furthermore, when we provide you with the Indoorway Software on a license basis and to the extent permitted by applicable law, you are not allowed to disassemble, decompile, reverse engineer or derive the source code of the Indoorway Software in whole or in part. When we provide you the Indoorway Services and the Indoorway Softare as SaaS, under any circumstances, you are not allowed to disassemble, decompile, reverse engineer or derive the source code of the Indoorway Software in whole or in part.
You also acknowledge and accept that the Indoorway is an exclusive owner of the Indoorway Data and Intellectual Property Rights to Indoorway Data and as such cannot be copied, modified, amended or used in any unauthorized manner unless it is necessary for the use of the Indoorway Services and the Indoorway Software in compliance with these Terms.
You acknowledge and agree that in the event of any infringement of Indoorway Intellectual Property Rights by the Client (and its Account’s authorized users) the Indoorway is entitled to disable and terminate the Account and all agreements concluded between the Indoorway and the Client within and in connection with the Indoorway Services.
Client Intellectual Property Rights
Client is a sole and exclusive owner of Client Data delivered to Indoorway, including the Intellectual Property Rights to the Client Intellectual Property.
You represent and warrant that the Client Data delivered to Indoorway does not infringe any third-party Intellectual Property Rights, nor is encumbered with third party’s rights and does not infringe other third party rights, in particular any rights of owners and operators of buildings. You represent and warrant that upload and use of the Client Data does not require any acceptance of any public authorities, and is compatible with all applicable laws (including privacy laws).
Under these Terms you hereby grants the Indoorway a non-exclusive, worldwide, perpetual, free of charge, irrevocable license (with the right to sublicense) to use the Client Data and Client Intellectual Property Rights to such Client Data in order to provide the Client and other clients with the Indoorway Services. In particular but not limited to, the Indoorway is entitled to collect, copy, assemble, compile, modify and exploit in any possible way and with the use of any technology and formats, disseminate in any form, including public performance, exhibition, screening, presentation and broadcasting as well as retransmission, and making the work publicly available in such a manner that anyone could access it at a place and time selected thereby. The Client grants the Indoorway the right to create, dispose and use derivative Works of the Client Data. The Indoorway is entitled to use the Client Data in any way by the sole discretion of the Indoorway, in particular but not limited to the use for purposes of optimization, statistical analysis and the Indoorway Services improvement, in particular to provide clients with internal layouts of buildings, maps and associated positioning services with the use of the Client Data.
In order to avoid any ambiguity the Indoorway and the Client confirm that neither Indoorway nor Client intend to co-develop any Intellectual Property, in particular Works (and Software or its code).
Updates of Indoorway Software
You accept that all (present and future) updates, upgrades, actualizations, modifications, supplements, further developments and add-on components to the Indoorway Services and the Indoorway Software shall be governed by these Terms unless we provide you with special terms of their use. Indoorway will always provide you with the newest versions of the Indoorway Software and you are obligated to use the recent version of the Indoorway Software. You accept that the Indoorway Services and the Indoorway Software will automatically check your device in order to provide you with their newest version and automatically download and install it on your device. We shall not be liable for any loss or damage or any other reasons caused by the Client’s use of previous versions of the Indoorway Services.
Push Notification tools
The Indoorway provides you also with tools for sending Push Notifications to end-users of the Client Application. You acknowledges and agree that the Indoorway is not liable for your use of those tools as the Indoorway does not have knowledge about the content of such Push Notifications and Push Notifications are under sole and exclusive control of the Client. Please be aware that you should obtain proper consents of end-users of the Client Application in order to send them Push Notifications.
Indoorway processes personal data of Client and its representatives to whom the Client grants access to the Account and personal data included in the Client Data and personal data of the end-users of the Client Application (within the limited scope).
The Client is obligated to provide the Indoorway (on each Indoorways’ request) with all necessary information and documentation concerning processing of personal data of end-users of the Client Application in order to assure that the Client’s privacy policies are compatible with proper personal data protection law and that the Client provides the highest standards of protection of such data. If the Indoorway becomes aware of any failure of the Client to protect such data on the highest standards adopted in European Union, the Indoorway reserves the right to suspend your Account and provision of the Indoorway Services and/or withhold from providing the Client with personal data of end-users of the Client Application under these Terms and within the Indoorway Services.
The Client shall defend, indemnify and hold harmless the Indoorway from and against all third party claims, actions, damages, losses, liabilities and any expenses which arise directly or indirectly out of or in connection with the Client’s data processing activities under or in connection with these Terms and under any applicable privacy laws.
The Client acknowledges and accepts that all information and data made available to the Client within the use or in connection with the Indoorway Services and Indoorway Software is a confidential information of Indoorway or its contractors and as such shall not be used by the Client for any purpose other than agreed by the Indoorway and in compliance with these Terms. The Client is not allowed to disclose such confidential information to any third party for any purpose.
The Indoorway acknowledges and accepts that all information and data made available by the Client to the Indoorway within the use or in connection with the Indoorway Services and Indoorway Software is a confidential information of the Client and as such shall not be used by the Indoorway for any purpose other than agreed by the Client and in compliance with these Terms. The Indoorway is entitled to disclose such confidential information to its subcontractors in order to provide the Client with the Indoorway Services and the Indoorway Software or any other purpose that stays in compliance with these Terms, in particular development of the Indoorway Services and the Indoorway Software.
Both Parties assure the proper level of protection of such confidential information, in particular the Party shall disclose confidential information to only those employees of the Party that are chosen by the Party to provide the Client with the Indoorway Services.
The Party is entitled to disclose confidential information to authorities when such disclosure is required by law.
Information which is generally available or known to the other Party from source other than delivering Party (or its officers, employees and contractors) shall not be considered as confidential.
Provisions of these Terms concerning the confidentiality shall remain in force for a whole period of provision the Client with the Indoorway Services and the Indoorway Software and five years after termination of these Terms.
The Indoorway Services and the Indoorway Software (including SDK library) are provided “AS IS” without warranty of any kind, expressed or implied, including but not limited to implied warranties of merchantability or non-infringement, fitness for a particular purpose, regarding the use of the Indoorway Software alone or as a part of the Client Application and services, in particular in combination with or as a plug-in to your software. We does not provide you with any warranty with respect to the performance of the Indoorway Services or any assurance of profits, or that Indoorway Services and Indoorway Software will meet the Client’s expectations regarding its use or will be error-free. Some jurisdictions may provide for any other warranties. Nevertheless, we exclude them all to the furthest extent permitted under applicable law.
The Client shall defend, indemnify and hold harmless the Indoorway from and against all third party claims, damages, liabilities and any costs or Indoorway losses which arise directly or indirectly out of or in connection with the Client’s use of the Indoorway Services and Indoorway Software, including the Indoorway’s use of the Client Data.
Limitation of liabilities
In no event shall Indoorway (its officers, employees and contractors) be liable for any special, direct or indirect, incidental, punitive or consequential damages (including, but not limited to loss of use, data or profits, or any business interruption, loss of privacy) or other liability, arising from or in connection with the contract (including negligence), tort (including negligence and intellectual property infringement, product liability) or from any failure, error or other involuntary event, with respect to the Indoorway Services and Indoorway Software (including SDK library) or its use.
Furthermore, you acknowledge and accept that the Indoorway (its officers, employees and contractors) is not liable for any loss of Client Data stored on Indoorway’s servers and that you should back-up it by your own means.
You also acknowledge and agree that from time to time we will need to suspend provision of the Indoorway Services in order to carry out necessary maintenance and other technical works. We will make every effort in order to ensure that such technical break does not last more than 12 hours per month.
To the extent permitted by law, the total liability of Indoorway (its officers, employees and contractors) for any claims under these Terms is limited to the amount that you paid us to use the Indoorway Services and the Indoorway Software for the period of last 12 months prior to the event giving rise the liability. If you use the Indoorway Services and the Indoorway Software on the basis of the Indoorway Start Bundle subscription, the total liability of Indoorway (its officers, employees and contractors) for any claims under these Terms is limited to the amount of $50.
You are bound by these Terms from the moment of your first download of the Indoorway Software or registration of an Account, whatever will be first, until termination of these Terms.
You are entitled to terminate these Terms and the use of the Indoorway Services only when subscribing the Indoorway Services under indefinite period subscription basis. During the period of the annual subscription you are not entitled to terminate these Terms (with reservation of provisions of these Terms concerning changes to these Terms).
When subscribing the Indoorway Services for an indefinite period, you may terminate these Terms at any time with a month notice by submitting us an information on the Account or by sending us an e-mail at: [email protected] After this a month notice period (effective at the end of the reference period of a month in which a month notice period ends) the Indoorway suspends your access or use the Indoorway Services and Indoorway Software (for instance: if the reference period starts on the 17th day of a given month, termination notice is delivered on March 23, a month notice period ends on April 23, so the termination of these Terms is effective with the end of May 16).
The Indoorway may terminate these Terms and the Account at any time, at its sole discretion with 30 days’ notice by submitting you an information on the Account or by sending you an e-mail at your e-mail address revealed on your Account. In the event you breach any of terms and conditions of these Terms the Indoorway may terminate these Terms by a notice with immediate effect. We will not be liable for any costs or damage occurred as a result of our termination of these Terms.
If you accepted these Terms as a consumer for non-commercial purposes please be informed that you have the right to withdraw from these Terms within 14 days from registration but no later than we activate your Account (whichever is first; the Account will be activated immediately, just after the receipt of the Service Fee payment; the Account subscribed on a Indoorway Start Bundle will be active just after its registration). After that moment such withdrawal will not be possible hence activation of your Account begins the period of provision you with the Indoorway Services and digital content associated therewith.
Changes of these Terms
We may modify or revise these Terms (including all terms and conditions of all of the subscriptions, the Indoorway Services Fee Schedule) and any other Indoorway rules, policies, procedures and instructions at any time and in our sole discretion.
Any change to these Terms and any other Indoorway rules, policies, procedures and instructions will be notified to you by making available a new version of these Terms and any other Indoorway rules, policies, procedures and instructions on our website www.indoorway.com and by sending you notification on your Account or via e-mail at least 30 days prior to the term of entrance into force of those amendments. However, changes concerning new functions of the Indoorway Services and Indoorway Software or changes made for legal reasons (for instance when provisions of law are introduced without any vacatio legis or when it is too short) will be effective immediately.
- indefinite period subscribtion – you may terminate these Terms by notifying us at least 7 days before new Indoorway Service reference period begins; termination will be effective with the end of the current reference period of a month
- annual subscription – you may terminate these Terms by notifying us within 14 days from the receipt (via e-mail or on Account) of our notification on changes to these Terms; termination will be effective with the end of the current reference period of a month.
If the only changes of Terms are in the Service Fee Schedule and you do not accept such changes we will downgrade your Account to Indoorway Start Bundle from the beginning of a new period (unless you notify us about you resignation on use of the Indoorway Services at all). If changes of Terms concern terms and conditions other than service fees or other Indoorway documentation and you do not accept such changes we will deactivate your Account with the beginning of a new period.
Please note that if you choose the annual subscription we guarantee the price of such subscription for the whole reference period of a year.
The Client may not assign or transfer its rights or obligations under these Terms (or any other policy, instruction, rules provided by the Indoorway) without prior written consent of the Indoorway. The Indoorway may assign or transfer its rights or obligations under these Terms or any other policy, instruction, rules constituting the agreement between the Indoorway and the Client, to an affiliate or third party, in connection with a merger, acquisition, reorganization, sale of all or most of its assets or change of control or ownership.
All correspondence between the Parties shall be done by mail, e-mail or with the use of Account.
The Client acknowledges and agrees that the Indoorway may use subcontractors in the performance of its obligations arising from these Terms in order to provide the Client with the Indoorway Services and the Indoorway Software.
In the event that any provision hereof proves to be, or becomes, invalid or impossible to be performed, the Indoorway shall promptly amend or supplement these Terms so as to approximate as closely as possible the intent expressed in the provision deemed to be invalid or impossible to be performed.
A Party shall not be held liable for failure of or delay in performing its obligations under these Terms or in connection with the Indoorway Services if such failure or delay is the result of an act of God, storms, floods, fires or other natural disasters, or in the case of war, terrorist activities, riots, labor dispute or strike, government sanction, blockage, embargo, attack of hackers, failure of electrical service or cloud service providers failures. In the event of any of such force majeure events, both of the Parties are entitled to suspend its obligations under these Terms for the period until the end of force majeure event. Suspending Party is obligated to give prompt notice to the other Party claiming such suspension. In the event force majeure continues longer than 90 days, either Party may terminate these Terms and the provision of the Indoorway Services by a notice with immediate effect.
If you have any questions or complaints concerning the use of the Indoorway Services and the Indoorway Software or quality of those services please feel free to contact us through your Account or by sending us an e-mail at [email protected] We will consider your question or complaint and respond to them within 14 days from their receipt.
Resolution of disputes
Any and all disputes arising out of or in connection with these Terms or the Indoorway Services shall be held by the court competent for the seat of the Indoorway.
If you accepted these Terms and use the Indoorway Service as a consumer, all disputes arising out of or in connection with these Terms or the Indoorway Services shall be resolved by the common court competent for the seat of the Indoorway or place of leaving of the Client (but within the territory of the European Union).
These Terms shall be governed by Polish law. All provisions hereof shall be interpreted in accordance with Polish law.
2017 Indoorway sp. z o.o. All rights reserved.