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Citymapper Advertising Terms and Conditions

Effective as of May 1, 2024

 

This Citymapper Advertising Terms and Conditions (the “Agreement”) is entered into between Citymapper Limited or the applicable affiliate of Citymapper Limited identified in a Campaign Order entered into by the parties (“Citymapper”) and the entity or person placing an order (“Company”) for accessing advertising services delivered by Citymapper (the “Advertising Services”). The Services  include placements within Citymapper’s proprietary advertising platform on its transport website and mobile application that allows Users to navigate cities and public transport systems (together, the "App"). 

 

The “Effective Date” of this Agreement is the date which is the earlier of (a) Company’s initial access to the Advertising Services or (b) the effective date of any Campaign Order.

 

AGREEMENT

This Agreement consists of the terms and conditions set forth below and any Citymapper ordering documents, purchase orders, order descriptions or other order confirmations (“Orders”). If you are accessing or using the Advertising Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company and all references to “Company” reference your company.

 

DEFINITIONS

“Citymapper Materials” means the App and all other materials (including its Confidential Information) made available in connection with this agreement, including all improvements and modifications to the same;
 
“Company Brands” means the Company’s tradenames, trademarks and logos (or those of its customer);
 
“Company Materials” means the Company Brands and all other materials (including its Confidential Information) made available in connection with this agreement, including all improvements and modifications to the same;
 
"Confidential Information" means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this agreement), including this agreement and all information relating to that other's and/or its group members' business, operations, systems, processes, products, trade secrets, know how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which:
    1. is available to the public other than because of any breach of this agreement;
    2. is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or
    3. is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
"Contract Year" means the relevant twelve-month period starting on the Effective Date or an anniversary thereof (as appropriate);

“Fees” means all amounts payable to Citymapper by Company under this agreement.
 
"Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);
 
“Impression”  means an instance of the Campaign content being served within the App to a User, as measured by Citymapper’s advertising mediation platform; and
 
“User” means a user who has registered to use the App.

 

AGREED TERMS

1. Advertising Services

1.1 Citymapper is the operator of a transport website and mobile application (together the "App") that allows Users to navigate cities and public transport systems.

1.2 Company is a business seeking Advertising Services for itself or for its customers.

1.3 The Parties have agreed to collaborate on the terms set out in this  Agreement to facilitate promoting Company or its customers through the Advertising Services, which may include placements within the App. This Agreement provides the framework under which Citymapper will provide to Company certain Advertising Services as described in each Campaign Order agreed by the Parties.

2. Campaign Orders

2.1. Citymapper shall provide the Advertising Services for Company to advertise Company’s brand and services to Users for a defined period of time (each a “Campaign”) subject to the following process:

(a) The Company may request a Campaign by submitting a Campaign Order to Citymapper (on a form provided by Citymapper), detailing the parameters and Fees for any individual campaign.

(b) A range of parameters may be configured to control how each Campaign is displayed to Users, as advised by Citymapper from time to time, and defined by the Company in the Campaign Order.

(c) Written confirmation by Citymapper via email accepting a Campaign Order will constitute a confirmed Campaign Order for which the Company shall be invoiced.

2.2. Following acceptance of the Campaign Order, the Campaign shall start no less than five (5) business days from receipt of all campaign parameters and creative asset files.

2.3. For the avoidance of doubt, Company may request (and Citymapper may, in its sole discretion, provide) additional Campaign Orders and the terms and conditions in this Agreement will govern and apply to each Campaign Order as defined below. The Parties do not need to enter into any additional terms and conditions for additional advertising-related projects.

 
3. Content Review for in-App advertising
 
3.1. Citymapper will review and approve all content before it is displayed in the App. If Citymapper (acting reasonably) rejects the content, the Company will implement any remedial actions recommended by Citymapper and allow Citymapper a further opportunity to review.
 
3.2. Approval of the content by Citymapper does not represent any endorsement of the Campaign.
 
3.3. If, during a Campaign, Citymapper (acting reasonably) decides that the content is inappropriate or unlawful (including, without limitation, because of any adverse decision from a competent advertising regulatory authority which applies to the Advertising Services), Citymapper will notify the Company of the suspension of the Campaign, and the Company will implement any remedial actions required by Citymapper to enable the Campaign to continue.

4. Fees

4.1. Company shall pay Citymapper the Fees agreed within each Campaign Order.

4.2. Citymapper shall calculate the Fees due to Citymapper on a monthly basis and shall issue the Company with a valid VAT invoice in respect of the amount due to Citymapper for the previous month. Each invoice shall be payable by the Company to Citymapper in full within 30 days of the invoice date.

4.3. Except as the context requires or as otherwise provided in this agreement, all Fees agreed are exclusive of value added tax (VAT) or other applicable sales tax which, where chargeable by Citymapper, shall be payable by the other at the rate and in the manner prescribed by law.

5. Intellectual Property Rights

5.1. Nothing in this Agreement shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other.

5.2. Citymapper (or its licensors) shall own and retain all Intellectual Property Rights in or relating to the Citymapper Materials.   

5.3. Company (or its licensors) shall own and retain all Intellectual Property Rights in or relating to the Company Materials. Company grants a non-exclusive, non-transferable, royalty-free licence during the Term to Citymapper to use the Company Brands required to fulfil its obligations under this agreement.

5.4. Citymapper may include the name(s) or logo(s) of Company or Company’s customers in a list of Citymapper customers, online or in promotional materials and may also verbally reference Company or Company’s customers as a customer of the Advertising Services and may give details of the use of the Advertising Services by Company or Company’s customers in promotional case studies. Any use of branding belonging to Company or Company’s customers under this Section 4.4 shall inure to the benefit of Company or Company’s customers.

6. Indemnity

6.1. Company indemnifies Citymapper against all liability, loss and damage that Citymapper incurs or suffers as a result of any claim by a third party that access to and use of the Company Materials in accordance with this agreement, infringes the Intellectual Property Rights of any third party (a “Claim”).


6.2. Liability under this indemnity is not limited. Any limits on recovery stipulated elsewhere in this agreement shall not apply to the indemnity under Section 6.1.

7. Confidentiality

7.1. Subject to Section 6.2, each party shall:

(a) keep confidential all Confidential Information of the other party which it receives in connection with this agreement;

(b) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;

(c) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this agreement;

(d) not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of this agreement and subject to each such person being bound by an obligation of confidentiality equivalent to this Section 7); and

(e) promptly, upon request and, in any event, upon termination of this agreement (for whatever reason), return to the other party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.

7.2. Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).

8. Liability

8.1. Nothing in this agreement shall be taken to limit or exclude the liability of any party:

(a) for death or personal injury caused by its negligence;

(b) for fraudulent misrepresentation or for any other fraudulent act or omission; or

(c) under any indemnity contained in this agreement;

(d) to pay sums properly due and owing to the other in the normal course of performance of this agreement; or

(e) for any other liability which may not lawfully be excluded or limited.

8.2. Subject to Section 8.1, each party’s total aggregate liability in respect of each Contract Year arising out of or relating to this agreement or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited to the greater of:

(a) the total amount of all payments payable to Citymapper in respect of the relevant Contract Year; or

(b) £10,000.

For the purpose of this Section 8, where liability arises out of an event or series of connected events which span more than one Contract Year, all such liability shall be deemed to have occurred in the Contract Year in which the event first occurred, or in which the first of a series of connected events occurred, as appropriate.

9. Term and Termination

9.1. This Agreement will come into effect on the Effective Date and shall continue and remain in effect so long as at least one Campaign Order is in effect. When there are no longer any Campaign Orders in effect, the Agreement may be terminated by either party by giving the other at least 30 days' written notice. This Agreement may not be terminated while a Campaign Order is in effect.

9.2. Either party may terminate a Campaign Order or this Agreement, at any time, by giving the other written notice if the other:

(a) materially breaches any term of this Agreement or a Campaign Order and it is not possible to remedy that breach, or it is possible to remedy the breach, but the other fails to do so within 30 days of being notified of the breach;

(a) becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed,  or an is order made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.

For the purposes of this Section 9.2, in order for it to be possible to remedy a breach it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in if the breach had never occurred.

10. Consequences of termination

10.1. Upon termination of this Agreement for any reason:

(a) All outstanding sums payable by Company to Citymapper shall immediately become due and payable;

(b) Company shall immediately cease to access, and discontinue all use, of the Citymapper Materials, and return to Citymapper all Citymapper Materials in Company’s possession or control;

(c)Citymapper shall immediately cease to access, and discontinue all use, of the Company Materials; and shall return to Company all Company Materials in Citymapper’s possession or control.

10.2. The termination of this Agreement for any reason will not affect:

(a) any accrued rights or liabilities which either party may have by the time termination takes effect; or

(b) the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after the termination. Without prejudice to the foregoing, Sections 4, 5, 6, 7, 8 and 11 shall survive termination of this agreement.


10.3. Termination by Company which does not comply with Section 8 may give rise to cancellation fees which shall become due and payable to Citymapper immediately.

11. Miscellaneous

11.1. Neither party shall be liable for any failure to perform any of its obligations under this agreement if the performance of such obligations has been interfered with, hindered, delayed or prevented by any circumstances which are not reasonably within the control of that party, provided it promptly notifies the other party of such circumstances.

11.2. Company may not sub-license, assign, sub-contract or delegate any or all of its rights or obligations under this agreement without the prior written consent of Citymapper.

11.3. In the event of any conflict between the terms of this agreement and its schedules, the terms of the schedules shall prevail.

11.4. If any provision of this agreement is found to be void or unenforceable, such provision shall be struck out or modified to the extent necessary to comply with the law, and the remainder of this agreement shall remain in full force and effect.

11.5. A failure or delay by either party to enforce a right or remedy under this agreement shall not constitute a waiver of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.6. All variations to this agreement must be agreed, set out in writing and signed on behalf of both parties except as otherwise expressly provided in this agreement.

11.7. Except to the extent that this agreement expressly provides otherwise, nothing in this agreement shall or is intended to create a partnership or joint venture between the parties, constitute one party as agent of the other or give either party authority to make or enter into commitments, assume liabilities or pledge credit on behalf of the other party.  Neither party may act as if it were, or represent (expressly or by implying it) that it is, an agent of the other or has such authority.

11.8. A person who is not a party to this agreement shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

11.9. This agreement sets out the entire agreement between the parties and supersedes all previous agreements, assurances, warranties or representations relating to the subject matter of this agreement, as well as any terms and conditions of any purchase order, sales or order acknowledgment, invoice or other business form. Nothing in this clause shall operate to exclude any representation made fraudulently. 

12. Governing Law; Dispute Resolution

12.1. This Agreement is governed by English law. The parties irrevocably submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with the subject matter or formation of this Agreement.