Skip to content

Citymapper for Cities Terms

These terms are entered into between you (“Customer”) and Citymapper Limited (“Citymapper”), for the purchase of the Services as set out in your Order.

 

1. Provision of Services

1.1 Order: Customer and Citymapper shall sign an Order to which these terms shall be attached (together the “Agreement”). If Citymapper provides any additional services to Customer, the scope and fees for such services will also be described in an additional Order governed by these Terms.

 

2. Intellectual Property

 

2.1 Ownership: As between the Parties, the Citymapper Services including the Citymapper App and any improvements or derivatives of them and resultant data including statistics, data, insights, observations, analyses, ideas and other information derived from the categorization, modelling or other processing of one (or more) data set(s) and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Citymapper and is reserved by Citymapper.

 

2.2 Use Rights: Subject to the terms of this Agreement, Citymapper grants the Customer a non-exclusive, non-transferable, subscription access and use right to the Services through the provided access points to use the data insights for its internal operations for the duration of the subscription term (“Use Rights”). Customer grants Citymapper a non-exclusive, worldwide, non-transferable, non-sublicensable (except to Group companies), royalty free and fully paid licence to use the Customer trademarks, service marks and logos as required to provide the Services.

 

2.3 User Access: Customer agrees that it will be responsible for all Customer User (including authorised employees, independent contractor, agents or professional advisors). activity and compliance with this Agreement. If Customer becomes aware of any violation, Customer will immediately terminate the offending party’s access to the Services and notify Citymapper.

 

2.4 Restrictions: Customer will not, and will ensure that all users to do not, directly or indirectly:

 

(i) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code or the underlying ideas, algorithms, know-how, structure or organisation of the Citymapper Services, except as permitted by law;

 

(ii) modify, translate, enhance or otherwise change the Services or prepare derivative works of the Services, including creation and distribution of add-ons or enhancements or incorporation either independently or into another product unless expressly agreed between the parties;

 

(iii) use the Services for any purpose other than the purpose permitted in this Agreement, including for the development of a competing software product; or

 

(iv) use the Services to violate third party rights or applicable laws or to store or transmit infringing, libellous, unlawful, or tortious material or store material in violation of third party rights or applicable laws.

 

2.4 Feedback: Customer grants Citymapper a exclusive royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual licence to use and / or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the Services. Citymapper will not identify Customer as the source of any such feedback.

 

3. Charges and Payment

 

3.1 Charges: In consideration for the Use Rights, Customer shall pay Citymapper the Charges set out in the Order in full in advance of access, unless otherwise agreed in the Order in which case all Charges will be billed monthly payable 30 days from the date of the invoice. Citymapper reserves the right (in addition to any other rights or remedies it may have) to discontinue and suspend access if any Charges are more than 30 days over due until such amounts are paid in full. If Customer believes that Citymapper has billed Customer incorrectly, Customer must contact Citymapper no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Citymapper’s accounts receivables  department:  ar-citymapper@ridewithvia.com

 

3.2 Taxes and Interest: All Charges are exclusive of all Taxes (defined as all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges and any related penalties and interest, arising from the payment of the fees,). Customer is responsible for payment of all such Taxes and shall make all payments of Fees to Citymapper free and clear of, and without reduction for, any withholding taxes. Any amounts not paid when due will incur interest at the rate of three percent (3 %) per month, or the maximum legal rate if less, from the due date until payment is received.

 

4. Obligations

 

4.1 Mutual Obligations: Both parties will comply in all material respects with applicable laws, regulations, rules, orders, and other requirements of any governmental authority. Each party will: (i) comply with its obligations under applicable data protection and privacy laws, and (ii) maintain a security program in accordance with industry standards that protects the security of Confidential Information. The security program will include appropriate administrative, technical, and physical safeguards as required.

 

5. Warranties

 

5.1 DISCLAIMER. CITYMAPPER MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS, AND THE SERVICES ARE PROVIDED “AS IS.” CITYMAPPER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED TO: ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NO INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CITYMAPPER DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED OR THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CITYMAPPER SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS, OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF CITYMAPPER OR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY OR RELIABILITY OF MOBILITY PROVIDER DATA. 

 

6. Limitation of Liability

6.1 Types of Damages. EXCEPT WITH RESPECT TO A PARTY’S LIABILITY UNDER SECTION 7, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY: INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING WITHOUT LIMITATION: LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. NOTHING IN THIS AGREEMENT SHALL LIMIT THE CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

 

6.2 Amount of Damages: THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO CITYMAPPER DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL CITYMAPPER’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY.

 

7. Confidentiality.

 

7.1 Definition: “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, including, without limitation: code, inventions, analysis methods and products, know-how, business, technical and financial information, resultant data, product plans and designs and any other non-public information of a party.

 

7.2 Confidentiality Obligations. The Receiving Party will (a) hold in confidence and not disclose any Confidential Information to third parties and (b) not use Confidential Information for any purpose other than fulfilling its obligations, and exercising its rights, under this Agreement.  The Receiving Party will limit access to the Confidential Information to Users (with respect to Customer) who have a need to know such information for the purpose of the performance of the Receiving Party’s obligations or exercising its rights under this Agreement, who have confidentiality obligations no less restrictive than those set out in this Agreement, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorised use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.

 

7.3 Exceptions. The obligations in this Section will not apply to any information that: (a) is or becomes publicly available without breach of this Agreement; (b) the Receiving Party can demonstrate, by clear and convincing evidence, is independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information; (c) is disclosed to the Receiving Party from a third party not under an obligation of confidentiality; or (d) was in the Receiving Party’s lawful possession before the Disclosing Party’s disclosure.

 

7.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information (i) to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law (including, without limitation, freedom of information laws) or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure to the extent permitted by law, cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order, discloses no more information that is legally required, and in the case of disclosure required by freedom of information laws, Customer agrees to afford all confidentiality protections available under applicable law to such Confidential Information of Citymapper prior to disclosing it pursuant to such laws, including, without limitation, by providing Citymapper notice of freedom of information requests for such Confidential Information, the opportunity to object to Customer’s disclosure thereof, and notice of Customer’s disclosure determinations; and (ii) to its attorneys, accountants, professional advisors, and actual or potential lenders, investors or acquirers so long as such parties are bound by confidentiality obligations no less restrictive than those set forth herein.

 

8. Indemnification

 

8.1 Definition. “Indemnify” means: (i) defend against all third party claims (including, for example, complaints and causes of action both when filed and when threatened) and regulatory actions (including investigations and disciplinary actions by any government entity with the power to investigate or impose a penalty of any kind) and (ii) to pay all amounts under all theories of liability and damages awarded to such third party or accepted in settlement or imposed as fines of any kind.

 

8.2 Indemnification by Customer: Customer is responsible for use of the Services and will Indemnify Citymapper and its affiliates from a claim brought by a third party arising out of or in connection with: (a) your use or misuse of the Services; (b) your violation of this Agreement; (c) any dispute or issue between you and any third party.

 

8.3 Indemnification by Citymapper: Citymapper will indemnify and hold harmless Customer from a claim from a third party alleging the Services infringe third party patent, copyright or trademark rights under applicable laws. Where such a claim arises Citymapper may (a) procure for Customer the right to continue using the Citymapper Services; (b) replace the Services affected with non-infringing software or services which do not materially impair the functionality of the Citymapper Services; (c) modify the Services so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Charges.

 

8.4 Indemnification Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defence or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defence of any claim or suit.

 

9. Term and Termination.

 

9.1 Term. This Agreement will begin on the date set out in the Order (“Effective Date”) and, unless terminated earlier in accordance with this Agreement, will continue for the period specified in the applicable Order (“Term”). Parties may agree to renew the Agreement.

 

9.2 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

 

9.3 Effect of Termination. Upon termination or expiration of this Agreement, all licences granted shall immediately terminate. The Customer will immediately stop using the Services and return any Confidential Information. Any termination or expiration will not relieve Customer of its obligation to pay all fees.

 

9.4 Survival. Sections 2 (Intellectual Property), 4 (Obligations), 5 (Warranties), 6 (Limitation of Liability), 7 (Confidential Information), 8 (Indemnification), 9.3 (Effect of Termination), 9.4 (Survival), Section 12 (Miscellaneous), and any remedies for breach of this Agreement will survive any termination or expiration.

 

10. Co-Marketing: On reasonable request by Citymapper, Customer agrees to issue a joint press release and work together on marketing materials. Customer agrees Citymapper may disclose that Customer as a customer of Citymapper.

 

12. MISCELLANEOUS.

 

12.1 Governing Law and Venue. This Agreement and any action arising out of or related to it  will be governed and interpreted by and under the laws of England and Wales. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under LCIA rules, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language used in the arbitral proceeding shall be English. The Customer acknowledges and agrees that the language to be used in any proceedings or claim shall be English. The laws of the State of New York will govern this Agreement without regard to the principles of conflicts of laws. Except for either party’s right, in connection with any matter involving any Agreement, to seek equitable or declaratory relief in any court of competent jurisdiction, all disputes not resolved informally by the parties shall be submitted for arbitration before a panel of three (3) arbitrators selected one each by the parties and one by the American Arbitration Association (the “AAA ”), at least one of whom shall be an expert in the field of cloud-deployed software solutions. The arbitration shall be conducted in accordance with the provisions contained herein and in accordance with the Commercial Arbitration Rules of the AAA in effect at the time of the arbitration. A written notice of intent to arbitrate shall be provided by one party to the other party within a reasonable time after the dispute has arisen, and in no event shall such notice be provided after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations.  All arbitration shall be administered by the AAA and shall take place in New York, New York unless otherwise agreed to by the parties.  All aspects of the arbitration including the result shall be treated as confidential and shall not be disclosed. The award of the arbitrators shall be binding and judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction; provided, however, that the arbitrators shall not have the power to award: (a) punitive damages; or (b) damages in excess of the limitations set forth in this section.

 

12.2 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

12.3 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

 

12.4 No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, not to be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.

 

12.5 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) or failure to perform such duties or obligations will not be considered a breach of this Agreement if such delay or failure is caused by a labour dispute, shortage of materials, fire, earthquake, flood, denial of service or other cyber-attack, diminishment of telecommunications or data networks or services, refusal of a licence by a government agency or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

 

12.6 Notices. All notices required or permitted under this Agreement must be delivered in writing, if to Citymapper, by emailing legal@ridewithvia.com and if to Customer by emailing the Customer Point of Contact email address listed in the Order, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other party to the registered address by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.

 

12.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.

 

12.8 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters and supersedes all prior agreements, understandings and arrangements between the parties whether oral or written of any nature whatsoever with respect to such subject matters. No modification of or amendment to this Agreement will be effective unless in writing and signed by both Parties. Each party acknowledges that it has not entered into this Agreement in reliance on and shall have no remedies in respect of any representation or warranty that is not set out in this Agreement. Should this Agreement be executed in two languages, the English language version represents the understanding of both Parties. Any other version is provided as a translation. In the event of conflict between the two versions, the English language version will prevail.

 

12.9 Export: Customer agrees not to export, report, or transfer, directly or indirectly, any U.S. technical data acquired from Citymapper, or any products utilising such data, in violation of the United States export laws or regulations.