Microsoft Bing Maps Platform APIs Terms Of Use
Last Updated: May 2014
Sections 1, 2 and 3 apply.
To find out more about a Bing Maps Agreement, please contact maplic@microsoft.com.
Sections 1, 2 and 4 apply.
To find out more about a Volume Licensing Agreement, please contact maplic@microsoft.com.
Sections 1, 2, 5 and 8 apply.
Sections 1, 2, 6 and 8 apply.
Sections 1, 2, 7 and 8 apply.
Sections 1, 2, 8 and 9 apply.
Sections 1, 2, 8 and 10 apply.
Sections 1, 2 and 12 apply.
Sections 1, 2 and 7 apply.
1. What does this Contract cover? This is a contract between you and Microsoft Corporation (“Microsoft”). Sometimes you are referred to as “Company”, “you” or “your” and Microsoft is referred to as “we,” “us” or “our”. This Microsoft Bing Maps Platform APIs’ Terms of Use (the “TOU”) applies to the Microsoft Bing Maps Platform APIs (the “Services”) listed here.
The rights and obligations that you have under this TOU depend on your use of the Services as follows:
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If you are using the Services as part of a Bing Maps Agreement that incorporates this TOU by reference, Sections 1, 2 and 3 apply. If you would like to find out more about a Bing Maps Agreement, please contact us here.
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If you are using the Services as part of a Volume Licensing Agreement, Sections 1, 2 and 4 apply. If you would like to find out more about a Volume Licensing Agreement, please contact us here.
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If you are using the Services only for Education or Non-Profit Organization Use (as defined in Section 2), Sections 1, 2, 5 and 8 apply.
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If you are using the Services only for Limited Public Website and Consumer App Use (as defined in Section 2), Sections 1, 2, 6 and 8 apply.
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If you are using the Services only for Evaluation for Commercial, Non-Commercial, or Government Use for 90 days (as defined in Section 2), Sections 1, 2, 7 and 8 apply.
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If you are using the Services only for Limited Commercial Bing Maps Windows App Use (as defined in Section 2), Sections 1, 2, 8 and 9 apply.
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If you are using the Services only for Windows App and Windows Phone App Development (as defined in Section 10), Sections 1, 2, 8 and 10 apply.
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If you are using the Services only for Broadcast, the Bing Maps Media, Entertainment and Broadcast Use Terms of Use apply.
2. Definitions. Wherever used in this TOU with the first letter capitalized, these terms have the following defined meanings:
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"Access Credentials" means the unique credentials provided to Company by Microsoft for use with the Services.
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"Affiliate" means, with respect to an entity, any person or entity that directly or indirectly owns, is owned by, or is under common ownership with that entity. For purposes of this definition, ownership means control of more than a 50% interest in an entity.
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"Agreement" means the Bing Maps Agreement and/or Volume Licensing Agreement.
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"Asset" means one of any of the following classes: vehicle, device or other mobile object.
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"Bing Maps Agreement" means a separately executed Bing Maps agreement(s) that incorporates this TOU including the Microsoft Service Order under the Bing Maps Platform API’s Terms of Use, Microsoft Service Agreement for Bing Maps Platform APIs and Microsoft Service Order for Bing Maps Platform APIs and all predecessor or future agreements, including agreements formerly known as the Microsoft License Agreement for MapPoint Web Services, Microsoft Service Agreement for the Virtual Earth Map Control and the MapPoint Web Service, Microsoft MapPoint Web Service Agreement – Service Order, and Service Order for Microsoft Virtual Earth Map Control and the MapPoint Web Service.
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"Bing Maps AJAX Control API" means the Bing Maps Java Script API that enables developers to create Web sites and mobile Company Applications with imagery and location functionality, as described in greater detail in the SDKs.
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"Bing Maps iOS Control API" means the Objective-C control that enables developers to embed maps directly into native iOS Company Applications, as described in greater detail in the SDKs.
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"Bing Maps Platform APIs" means collectively the following APIs: Bing Maps AJAX Control API, Bing Maps iOS Control API, Bing Maps REST Services API, Bing Maps Silverlight Control API, Bing Maps Silverlight Control for Windows Phone API, Bing Maps SOAP Services API, Bing Maps Windows Presentation Foundation Control API, and Bing Spatial Data Services API, including any successors or future versions of such APIs, and any other Bing Maps Platform APIs that Microsoft may offer via the SDKs.
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"Bing Maps REST Services API" means the services that enable the use of REST URLs to perform tasks such as creating a map with pushpins, geocoding an address, retrieving imagery metadata or calculating a route, all as part of Company Applications, as described in greater detail in the SDKs.
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"Bing Maps for Windows Store Apps API" means the programmable control that enables developers to create immersive Windows Apps Company Applications for Windows offered through the Windows Store, as described in greater detail in the SDKs.
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"Bing Maps Silverlight Control API">
means the programmable control that enables developers to create an immersive mapping experience with Silverlight in Company Applications, as described in greater detail in the SDKs.
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"Bing Maps Silverlight Control for Windows Phone API">
means the programmable control that enables developers to create immersive mapping experiences with Silverlight in Company Applications on Windows Phone, as described in greater detail in the SDKs.
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"Bing Maps SOAP Services API" means the programmable SOAP services that enable developers to integrate maps and imagery, driving directions, distance calculations and other location intelligence into Company Applications, as described in greater detail in the SDKs.
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"Bing Maps TOU" is the Bing Maps End User Terms of Use located here or such other locations as Microsoft may specify from time to time, that apply to end users of your Company Application.
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"Bing Maps Windows Presentation Foundation Control API" means the programmable control that enables developers to integrate Bing Maps into Company Applications that use Windows Presentation Foundation, as described in greater detail in the SDKs.
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"Bing Spatial Data Services API" means the services that enable the use of REST URLs to geocode and reverse-geocode large sets of spatial data and to create and query data sources in Company Applications, as described in greater detail in the SDKs.
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"Company Application" means the Company’s software application(s) for online services that use the Services as may be further defined in your Agreement.
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"Content" means the maps, images and other data and third party content that Company is authorized to access via the Services.
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"Education or Non-Profit Organization Use" means using the Services with a Company Application that displays results for education or non-profit use, where non-profit organization means a tax exempt organization and education means use by public or private K-12 schools, universities, community colleges or other collegiate level institutions such as vocational schools, trade schools or career colleges, including their faculty, staff, and students, provided that your use is consistent with the terms of Section 5. Further your Company Application must be one of the following: publicly available without restriction (for example, login or password must not be required), available only to current students of your education organization via your private network in order to provide education related services, available internally for free instructional use, or available internally for non-commercial research use. Commercially funded research projects and commercial company use for educational purposes are excluded from Education or Non-Profit Organization Use.
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"Evaluation for Commercial, Non-Commercial or Government Use" means using the Services for commercial, non-commercial, or government use under the TOU for a 90 day evaluation period without entering into an Agreement, provided that (i) your use is consistent with the terms of Section 7; and (ii) you do not exceed 10,000 cumulative billable transactions (which will be free of charge) as defined in the SDKs , in any 30 day period. If these limits interfere with your ability to evaluate the Services please contact us here.
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"Geofence" means one or more coordinates used to determine whether the location of an Asset has intersected a line or entered or exited a polygon. Examples include a radius of a point, a polyline or a polygon.
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"Geofencing Alert" means the notification generated when an Asset enters, intersects or exits a Geofence.
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"Known User" is a user that is provisioned and/or authenticated by Company Application (but not necessarily Company web site or network), for example through the use of usernames, passwords, digital certificates, unique IDs, smart cards, or other identification technology.
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"Known User Subscription License" means the license granted to a Known User pursuant to an Agreement.
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"Limited Commercial Bing Maps Windows App Use" means using the Services in a Windows App or Windows Phone App for commercial or government use over a private network under the TOU without entering into an Agreement, provided that (i) your use is consistent with the terms of Section 9; and (ii) your Company Application does not exceed 125,000 cumulative billable transactions (which will be free of charge) as defined in the SDK’s, in any 12 month period.
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"Limited Public Website and Consumer App Use" means using the Services for commercial, non-commercial or government use (provided that such use is not considered Education or Non-Profit Organization Use as defined in this section) under the TOU without entering into an Agreement, provided that (i) your use is consistent with the terms of Section 6; (ii) your Company Application is available on a public website and/or on a mobile web site or a mobile app running in a non-Windows operating system; and (iii) you do not exceed 125,000 cumulative billable transactions (which will be free of charge) as defined in the SDKs, in any twelve month period.
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"SDKs" means the software development kits applicable to the Services, located here, including all updated and replacement development kits.
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"Services" means, the Bing Maps Platform APIs and UWP Maps Platform APIs to be provided by Microsoft.
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"Volume Licensing Agreement" means a separately executed Microsoft Volume Licensing Agreement (such as an Enterprise Agreement or Microsoft Business and Services Agreement) that includes licensing of the Services and incorporates this TOU.
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"Windows Phone App" means using the Services in a Company Application which runs exclusively on the Windows Phone operating system.
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"Windows App" means using the Services in a Company Application which runs exclusively on the Windows operating system.
3. Use with a Bing Maps Agreement. If you have separately entered into a Bing Maps Agreement, the following
terms also apply to your use of the Services.
Please note that we do not provide warranties for the Services under this section. This TOU also limits our liability. These terms are in Sections 3.8 and 3.9 and we ask you to read them carefully.
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3.1. License Rights. In exchange for the fees set forth in your Bing Maps Agreement and subject to your compliance with Sections 1, 2, and 3 of this TOU, you may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs. Your use shall be subject to any additional restrictions or rights included in your Bing Maps Agreement. In the event of any conflict between this TOU and your Bing Maps Agreement, the Bing Maps Agreement shall prevail. In using the Services and developing Company Applications you must: obey the law (including local, state, federal or other applicable consumer privacy regulations); not violate the rights of any third party; and obey any codes of conduct or other notices we provide.
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3.2. General Restrictions. We do have some restrictions on your use of the Services. In developing Company
Applications, and in using the Services, you may not, nor may you permit your customers to:
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(a) Upload any content to the Services, or use the Services to display or perform in your Company
Application, any content:
- for which you do not have all necessary permissions from the copyright holder(s);
- which includes nudity or is obscene, indecent, pornographic or libelous;
- which is intended to exploit minors in any way;
- which incites, advocates, or expresses hatred, bigotry, racism, or gratuitous violence; or
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which is intended to threaten, harass, stalk, defame, defraud, degrade, victimize, or intimidate an individual or
group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation,
race, or religion, or to incite or encourage anyone else to do so.
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(b) Copy, store, archive, or create a database of the Content, except that geocodes may be stored
locally only for use with your Company Applications.
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(c) Exceed a total of 1,000,000 batch geocode entities non-billable transactions or 10,000,000 non-billable
transactions total using the Bing Spatial Data Services API in any 12 month period (all transactions above either of these
limits will be billable).
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(d) Use Content, including geocodes, other than via an authenticated call to the Services and/or in
conjunction with a Bing Map.
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(e) Present or alert an end user to individual maneuvers of a route in any way that is synchronized
with the end-user’s sensor-based position along the route (e.g. turn by turn navigation that tracks end-user’s position
using GPS and communicates a maneuver as the end-user approaches the location for such maneuver).
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(f) Change, obscure, or minimize any logo, trademark, copyright or other notice of Microsoft or its
suppliers, or digital watermarks in the Content; except that we may make alternative logo, trademark and copyright
attribution requirements available for use with small maps or on small devices; if available you will find them
here.
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(g) Use the Services for business asset tracking, fleet management, or dispatch including, without limitation, to monitor or track the location or movement of Asset(s), including to provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods, unless such use is specifically allowed in your Bing Maps Agreement.
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(h) Use Content that consists of points of interest data to generate sales leads information in the
form of ASCII or other text-formatted lists of category-specific business listings which (i) include complete mailing
address for each business; and (ii) contain a substantial portion of such listings for a particular country, city,
state or zip code region.
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(i) Use Content other than in combination with the Services and not separately.
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(j) Transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products,
services or materials.
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(k) Violate any applicable U.S. Export Administration Regulations or end-user, end-use and destination
restrictions issued by U.S. and other governments. The Services are subject to U.S. export jurisdiction.
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(l) Use the Services in any way that threatens the integrity, performance or reliability of the Services
including performance or stress testing, or in any manner that works around any technical limitations in the Services;
except that you may test the performance of the Services provided such testing is not at levels above Company’s peak
performance levels during the prior three (3) months.
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(m) Syndicate, redistribute, resell or sublicense access to the Services or Content on a standalone
basis, unless specifically allowed in your Bing Maps Agreement.
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(n) Falsify or alter any unique referral identifier in, or assigned to, a Company Application, or
otherwise obscure or alter the source of queries coming from a Company Application.
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(o) Reverse engineer, decompile or disassemble the Services, except and only to the extent that applicable
law expressly permits, despite this limitation.
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(p) Integrate road maps from the Services with road maps supplied by any third party. You may not
replace aerial imagery from the Services with imagery supplied by any other mapping platform. Notwithstanding the foregoing,
you may overlay aerial imagery that you have the rights to use, provided that such imagery does not substantially replace
the base aerial imagery provided by the Services. You may incorporate various data layers of types not available through
the Services, in the Company Applications (for example, demographic or school location data). You may combine or overlay
Ordnance Survey's United Kingdom mapping data or data derived from Ordnance Survey’s United Kingdom mapping data (but
not Ordnance Survey roads data) with the Services, provided that you have procured all such rights to the Ordnance
Survey United Kingdom mapping data, that such use of the Ordnance Survey United Kingdom mapping data with the Services
is consistent with your Ordnance Survey license, and that you indemnify Microsoft for such use pursuant to Section
3.8.
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(q) Use bird’s eye aerial imagery (if it is made available through the Bing Maps Platform APIs) to
reveal latitude, longitude, altitude or other metadata.
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(r) Save, download, print, distribute, transmit or manipulate the bird’s eye imagery, or offer others
that ability, through your Company Application.
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(s) Allow use of bird’s eye imagery of the United States, Canada, Mexico, New Zealand, Australia,
and/or Japan by a government entity.
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(t) Use Content from Ordnance Survey for non-publicly available Company Applications.
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(u) Use the Services or Content with a vehicle’s dashboard, or a device connected to a vehicle’s dashboard,
systems or sensors, except that the device may be connected to the vehicle power source for charging purposes.
Additional restrictions may apply to use of particular Content or functionalities, as set forth in the SDKs from time to
time
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3.3. Developer Accounts. Microsoft will provide Company with access to developer accounts which may
be used for up to 10,000 cumulative transactions, of any type including sessions, both billable or non-billable, within
any 30 day period, across all Company developer accounts. Developer accounts may only be used by Company for developing,
testing and maintenance of the Services with Company Applications consistent with all other terms in this Section 3.
If you are a registered Microsoft Certified Partner, you may also use your developer account to demonstrate your Company
Application. If these limits interfere with your ability to use the Services, please contact us here.
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3.4. Account Access. We require use of Access Credentials to use the Services, and require use of transaction
tracking and/or session tracking methods for all uses of the Services, as described in the applicable SDKs. Company will
use the Access Credentials to: (a) access the Services; and (b) access an administrative customer service site. Company
will not make its Access Credentials available to any third party except a third party authorized to act on its behalf.
Company is responsible for all use of the Services through its Access Credentials. Company will promptly notify us if
it learns of a security breach related to your Access Credentials and use of the Services.
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3.5. Bing Maps TOU. You must provide a hypertext link to the Bing Maps TOU: (i) at the bottom of each page in your Company Application where the Services
can be viewed or accessed, or (ii) within the terms of use of your Company Application. Microsoft may change the Bing
Maps TOU from time to time and will provide notice as set forth in Section 3.10(a). Company is responsible for notifying
its end users of changes as appropriate and will comply with Microsoft’s reasonable instructions in doing so. You may
not encourage or require any end user to breach the terms of the Bing Maps TOU.
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3.6. Privacy. Microsoft may collect information such as, but not limited to, an end user’s IP address,
requests, time of submissions and the results returned to the user, in connection with transaction requests to the Services.
All access to and use of the Services is subject to the data practices set forth in the then-current Privacy Statement,
a current copy of which is available at http://go.microsoft.com/fwlink/?LinkID=248686.
You are responsible for providing end users with adequate notice of the privacy practices applicable to your Company
Application.
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3.7. Intellectual Property and Reservation of Rights. All rights to the Services and the Content, including
rights of use, not specifically granted under this TOU or your Bing Maps Agreement are reserved by Microsoft and its
suppliers. Except as set forth in your Bing Maps Agreement, this TOU does not grant Microsoft any right or license to
any Company Application or Company intellectual property, including intellectual property that Company has licensed from
third parties.
Except for material that we may license to you, we do not claim ownership of the content you post or otherwise provide
to us, that is hosted by Microsoft or a third party hosting provider on Microsoft’s behalf, related to the Services
(called a "Submission"). However, except as set forth herein, by posting or otherwise providing your Submission (and
for the avoidance of doubt, where Microsoft hosts content on your behalf including by a third party hosting provider,
this constitutes a Submission, but where you host or a third party hosts content on your behalf, other than Microsoft
or a third party hosting provider on behalf of Microsoft, this does not constitute a Submission), you are granting to
Microsoft free permission to use, copy, distribute, display, publish, transcode and otherwise modify your Submission,
each in connection with the Services, and sublicense these rights to others in order to provide the Services. For every
Submission you make, you must have all rights necessary for you to grant the permissions in this section. Content that
you upload to the Bing Spatial Data Services API will only be used by Microsoft to provide the Services to you, unless
you agree to grant Microsoft additional rights under this section by way of your Bing Maps Agreement or the process
detailed in the SDKs.
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3.8. Duty to Defend.
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(a) Microsoft. Microsoft agrees at its expense to defend Company in a lawsuit or other judicial action,
and pay the amount of any adverse final judgment (after any appeals) or settlement to which Microsoft consents, for
any claim made by an unaffiliated third party that the Services infringe its copyright, trademark or patent, or misappropriates
a trade secret (individually and collectively, an "Infringement Claim").
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(b) Company. Company agrees at its expense to defend Microsoft in a lawsuit or other judicial action,
and pay the amount of any adverse final judgment (after any appeals) or settlement to which Company consents, for any
claim made by an unaffiliated third party to the extent based on the operation of any Company Application (together
with any Infringement Claim, individually and collectively, a "Claim").
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(c) Conditions. With regard to any Claim, either party’s obligations are subject to the following
conditions: (a) the party seeking defense (the "Defended party") must promptly notify the other party
(the "Defending party") in writing of the Claim; (b) the Defending party will have sole control over
defense or settlement of the Claim; and (c) the Defended party must provide the Defending party with reasonable assistance
in the defense of the Claim, for which the Defending party will reimburse Defended party’s reasonable out of pocket
expenses. Defended party will have the right to employ separate counsel and participate in the defense at Defended
party’s expense. Defending party may not settle the Claim without the Defended party’s prior written consent, if such
settlement would result in any admission, liability or limitation upon future actions of the Defended party.
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(d) Exceptions. Microsoft’s obligations will not apply to the extent any Claim or adverse final judgment
is based on: (a) any unauthorized use, disposition or promotion of the Services or a Microsoft trademark by Company;
(b) a patent or copyright owned or controlled by Company or its Affiliate; (c) combining the Services with a non-Microsoft
product, data or business process, if the basis of the Claim would not have existed but for such combination; or (d)
continued use of any part of the Services after notice from Microsoft to stop use because of any alleged infringement.
Company will reimburse Microsoft for all damages, costs, and expenses resulting from such actions.
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(e) Mitigation. In addition to the obligations in Section 3.8(a) above, Microsoft may, in connection
with a potential Infringement Claim, at its expense and option, take further action such as: (a) procuring for Company
the rights or licenses necessary to address the Infringement Claim; (b) replacing or modifying the Services to make
it non-infringing, or (c) terminating the Services and refunding any fees prepaid by Company for undelivered Services.
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(f) Exclusive Remedy. This Section 3.8 provides Company’s exclusive remedy for third party Infringement
Claims.
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3.9. Limitation of Liabilities and Disclaimer.
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(a) Limitation of Liabilities. Neither party nor Microsoft’s suppliers will be liable for any indirect
damages, (including, without limitation, consequential, special or incidental damages, damages for loss of profits
or revenues, business interruption, or loss of business information) arising out of or related to the Services, Content,
TOU or Bing Maps Agreement, even if advised of the possibility of such damages or if the possibility was reasonably
foreseeable. Neither party nor Microsoft’s suppliers’ aggregate liability for all claims, actions and/or omissions
arising from or related to this TOU, the Bing Maps Agreement, the Services or the Content will exceed the greater of
(a) the amount of fees paid by Company to Microsoft in the twelve (12) months preceding the date the claim arises,
or (b) two hundred and fifty thousand dollars ($250,000). These limitations will apply even if any remedy fails its
essential purpose. None of the limitations and exclusions in this section apply to claims related to either party’s
violation of the other party’s intellectual property rights, under Section 3.8 (Duty to Defend), or to any obligation
to pay fees.
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(b) Disclaimer of Warranties. The Services and all Content are provided "as is" without warranty of
any kind by Microsoft or its suppliers. To the maximum extent permitted by law, any and all representations, warranties
or conditions of any kind whatsoever (including, but not limited to, implied or statutory warranties of merchantability,
fitness for a particular purpose, title, non-infringement, accuracy or satisfactory quality), all with regard to the
Services and any Content, are expressly excluded by Microsoft and its suppliers. Microsoft and its suppliers make no
warranty that the Services will operate properly as integrated with the Company Applications, that the Services will
be uninterrupted, or that any Content will be accurate or complete.
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(c) Disclaimer of Reliance. Microsoft and its suppliers specifically disclaim any liability for end
users’ reliance on the Services. Without limiting the foregoing, Microsoft and its suppliers shall have no liability
for harm to end users resulting from reliance on any map or direction provided hereunder.
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3.10. General Legal Terms.
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(a) Notices. All legal notices in connection with the Bing Maps Agreement or this TOU must be sent
by post, express courier, facsimile or email to the addresses and numbers indicated in the Address Schedule of the
Bing Maps Agreement. You are responsible for keeping your contact information up to date.
This TOU is in electronic form. We have promised to send you certain information in connection with the Services
and have the right to send you certain additional information, including that which may be required by law, which
we may send in electronic form. If you do not consent to receive notices electronically, you must stop using the Services.
We may provide required information to you:
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at the e-mail address in your Bing Maps Agreement or any email address you specified via www.bingmapsportal.com (you are responsible for keeping your contact information up to date);
or
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by posting on any portion of this TOU or to another Microsoft web site that will be designated in advance for this purpose.
Notices will be deemed given on the date shown on the postal return receipt or on the courier, facsimile or email confirmation
delivery.
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(b) How We May Change the TOU. We may update the TOU from time to time and the impact of such changes
is governed by your Bing Maps Agreement. If you have a Bing Maps Agreement as of May 1, 2014, the limits set forth
in Section 3.2(c) will be effective as set forth in your Bing Maps Agreement or January 1, 2015, whichever is later.
Until the limits set forth in Section 3.2(c) above are effective, the limitation set forth below will continue to apply.
In developing Company Applications, and in using the Services, you may not, nor may you permit your customers to: Exceed
a total of 10,000,000 non-billable transactions using the Bing Spatial Data Services API in any 12 month period.
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(c) Force Majeure. Microsoft and Company will not be in default of the Bing Maps Agreement or this
TOU if performance is delayed or prevented for reasons beyond its control, so long as it resumes performance as soon
as practical.
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(d) Survival. Sections 3.1, 3.2 and 3.7 through and including 3.10 will survive the termination or
expiration of your Bing Maps Agreement for any reason.
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(e) Assignment. The Bing Maps Agreement and TOU will be binding on the parties and their successors
and assigns. We may assign the Bing Maps Agreement and TOU, in whole or in part, at any time with notice to you. Company
may assign the Bing Maps Agreement to an Affiliate or to a third party on prior notice to Microsoft, provided that
the assignee agrees in writing to be liable for all debts and obligations of the Company under the Bing Maps Agreement.
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(f) Enforceability and Interpreting the TOU. All parts of this TOU apply to the maximum extent permitted
by law. If any provision of the Bing Maps Agreement or this TOU is unenforceable, the parties (or, if the parties cannot
agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of the Bing Maps
Agreement and this TOU will remain in place. This TOU, together with your Bing Maps Agreement, constitutes the entire
agreement between you and us regarding your use of the Services.
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(g) Taxes. The amounts to be paid by Company to Microsoft under a respective Bing Maps Agreement do
not include any foreign, U.S. federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises
or tariffs, arising as a result of or in connection with the transactions or sessions contemplated under the Bing Maps
Agreement. Company shall pay to Microsoft any applicable value added, sales or use taxes or like taxes that are owed
by Company solely as a result of entering into the Bing Maps Agreement and which are permitted to be collected from
Company by Microsoft under applicable law. Company may provide to Microsoft a valid exemption certificate in which
case Microsoft shall not collect the taxes covered by such certificate. Microsoft is not liable for any of the taxes
of Company that Company is legally obligated to pay ("Company’s Taxes") which are incurred or arise in connection with
or related to the sale of goods and services under the Bing Maps Agreement, and all such taxes (including, but not
limited to, net income or gross receipts taxes, franchise taxes, and property taxes) shall be the financial responsibility
of Company. Company agrees to indemnify, defend and hold Microsoft harmless from Company’s Taxes or claims, causes
of action, costs (including, without limitation, reasonable attorneys’ fees) and any other liabilities of any nature
whatsoever related to such taxes. If any taxes are required by law to be withheld on payments made by Company to Microsoft,
Company may deduct such taxes from the amount owed Microsoft and pay such taxes to the appropriate taxing authority;
provided however, that Company shall promptly secure and deliver to Microsoft an official receipt for any such taxes
withheld or other documents necessary to enable Microsoft to claim a U.S. Foreign Tax Credit. Company will make certain
that any taxes withheld are minimized to the extent possible under applicable law.
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(h) Choice of Law and Location for Resolving Disputes. If you are headquartered anywhere other than
Europe: (i) Washington State law governs the interpretation of this TOU and your Bing Maps Agreement and applies to
claims for breach, regardless of conflict of laws principles; and (ii) you and we irrevocably consent to the exclusive
jurisdiction and venue of the state or federal courts in King County, Washington, USA, for all disputes arising out
of or relating to the Bing Maps Agreement and TOU. If you are headquartered in Europe, the Bing Maps Agreement and
TOU will be construed and governed by the substantive laws of England and Wales. The parties waive all defenses of
lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized
by applicable law or court rule. In any dispute relating to the Bing Maps Agreement or TOU the prevailing party will
be entitled to recover reasonable attorneys' fees and costs.
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(i) No Third Party Beneficiaries. This TOU is solely for your and our benefit. It is not for the benefit
of any other person, except for permitted successors and assigns.
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(j) No Joint Venture/Independent Development. The parties are operating as independent contractors,
and nothing in this TOU will be construed as creating a partnership, franchise, joint venture, employer-employee or
agency relationship.
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(k) Waiver. Any delay or failure of either party to exercise a right or remedy will not result in
a waiver of that, or any other, right or remedy. No waiver will be effective unless made in writing and signed by an
authorized representative of the waiving party.
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(l) Logos; Marketing. Except as otherwise agreed to by the parties in writing, neither party will
use any logo or trademark of the other party for marketing or any other purpose without the other party’s prior written
approval.
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(l) Print Rights. If print rights are available for the Services, such rights will be included
here.
4. Use with a Volume Licensing Agreement. If you have separately entered into a Volume Licensing Agreement,
the following terms also apply to your use of the Services.
-
4.1. License Rights. In exchange for the fees set forth in your Volume Licensing Agreement and subject to your compliance with Sections 1, 2, and 4 of this TOU, you may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs. Your use shall be subject to any additional restrictions or rights included in your Volume Licensing Agreement. In the event of any conflict between this TOU and your Volume Licensing Agreement, the Volume Licensing Agreement shall prevail. In using the Services and developing Company Applications you must: obey the law (including local, state, federal or other applicable consumer privacy regulations); not violate the rights of any third party; and obey any codes of conduct or other notices we provide.
-
4.2. General Restrictions. We do have some restrictions on your use of the Services. In developing Company
Applications, and in using the Services, you may not, nor may you permit your customers to:
-
(a) Upload any content to the Services, or use the Services to display or perform in your Company
Application, any content:
- for which you do not have all necessary permissions from the copyright holder(s);
- which includes nudity or is obscene, indecent, pornographic or libelous;
- which is intended to exploit minors in any way;
- which incites, advocates, or expresses hatred, bigotry, racism, or gratuitous violence; or
-
which is intended to threaten, harass, stalk, defame, defraud, degrade, victimize, or intimidate an individual or
group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation,
race, or religion, or to incite or encourage anyone else to do so.
-
(b) Copy, store, archive, or create a database of the Content, except that geocodes may be stored
locally only for use with your Company Applications.
-
(c) Exceed a total of 1,000,000 batch geocode entities non-billable transactions or 10,000,000 non-billable
transactions total using the Bing Spatial Data Services API per in any 12 month period (all transactions above either of these
limits will be billable).
-
(d) Use Content, including geocodes, other than via an authenticated call to the Services and/or in
conjunction with a Bing Map.
-
(e) Present or alert an end user to individual maneuvers of a route in any way that is synchronized
with the end-user’s sensor-based position along the route (e.g. turn by turn navigation that tracks end-user’s position
using GPS and communicates a maneuver as the end-user approaches the location for such maneuver).
-
(f) Change, obscure, or minimize any logo, trademark, copyright or other notice of Microsoft or its
suppliers, or digital watermarks in the Content; except that we may make alternative logo, trademark and copyright
attribution requirements available for use with small maps or on small devices; if available you will find them
here.
-
(g) Use the Services for business asset tracking, fleet management, or dispatch including, without limitation, to monitor or track the location or movement of Asset(s), including to provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods, unless you have purchased one or more of the following SKU’s: Bing Maps Mobile Asset Management North America with Routing Per Asset; Bing Maps Mobile Asset Management Europe with Routing Per Asset; Bing Maps Mobile Asset Management North America without Routing Per Asset; Bing Maps Mobile Asset Management Europe without Routing Per Asset; Bing Maps Asset Management for Windows North America with Routing Per Asset; or Bing Maps Asset Management for Windows Europe with Routing Per Asset You may only provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods if you purchased one or more of the following: Bing Maps Mobile Asset Management North America with Routing Per Asset; Bing Maps Mobile Asset Management Europe with Routing Per Asset; Bing Maps Asset Management for Windows North America with Routing Per Asset; Bing Maps Asset Management for Windows Europe with Routing Per Asset.
-
(h) Use the Services to track Assets that are consumer devices, including, without limitation to monitor
or track the location or movement of Asset(s), including to provide guidance based on the position or routing of multiple
objects tracked using GPS or other sensor-generated methods, unless you have purchased one or more of the following
SKU’s: Bing Maps Mobile Asset Management Consumer Tracked Per Asset; or Bing Maps Public Website Usage Add-on SL.
-
(i) Use Content that consists of points of interest data to generate sales leads information in the
form of ASCII or other text-formatted lists of category-specific business listings which (i) include complete mailing
address for each business; and (ii) contain a substantial portion of such listings for a particular country, city,
state or zip code region.
-
(j) Use Content other than in combination with the Services and not separately.
-
(k) Transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products,
services or materials.
-
(l) Violate any applicable U.S. Export Administration Regulations or end-user, end-use and destination
restrictions issued by U.S. and other governments. The Services are subject to U.S. export jurisdiction.
-
(m) Use the Services in any way that threatens the integrity, performance or reliability of the Services
including performance or stress testing, or in any manner that works around any technical limitations in the Services;
except that you may test the performance of the Services provided such testing is not at levels above Company’s peak
performance levels during the prior three (3) months.
-
(n) Syndicate, redistribute, resell or sublicense access to the Services or Content on a standalone
basis, unless specifically allowed in your Volume Licensing Agreement.
-
(o) Falsify or alter any unique referral identifier in, or assigned to, a Company Application, or
otherwise obscure or alter the source of queries coming from a Company Application.
-
(p) Reverse engineer, decompile or disassemble the Services, except and only to the extent that applicable
law expressly permits, despite this limitation.
-
(q) Integrate road maps from the Services with road maps supplied by any third party. You may not
replace aerial imagery from the Services with imagery supplied by any other mapping platform. Notwithstanding the foregoing,
you may overlay aerial imagery that you have the rights to use, provided that such imagery does not substantially replace
the base aerial imagery provided by the Services. You may incorporate various data layers of types not available through
the Services, in the Company Applications (for example, demographic or school location data). You may combine or overlay
Ordnance Survey's United Kingdom mapping data or data derived from Ordnance Survey’s United Kingdom mapping data (but
not Ordnance Survey roads data) with the Services, provided that you have procured all such rights to the Ordnance
Survey United Kingdom mapping data, that such use of the Ordnance Survey United Kingdom mapping data with the Services
is consistent with your Ordnance Survey license, and that you indemnify Microsoft for all such use pursuant to your
Volume Licensing Agreement.
-
(r) Use bird’s eye aerial imagery (if it is made available through the Bing Maps Platform APIs) to
reveal latitude, longitude, altitude or other metadata.
-
(s) Save, download, print, distribute, transmit or manipulate the bird’s eye imagery, or offer others
that ability, through your Company Application.
-
(t) Allow use of bird’s eye imagery of the United States, Canada, Mexico, New Zealand, Australia,
and/or Japan by a government entity.
-
(u) Use Content from Ordnance Survey for non-publicly available Company Applications.
-
(v) Use the Services or Content with a vehicle’s dashboard, or a device connected to a vehicle’s dashboard,
systems or sensors, except that the device may be connected to the vehicle power source for charging purposes.
Additional restrictions may apply to use of particular Content or functionalities, as set forth in the SDKs from time to
time.
-
4.3. Services Update. Microsoft will make commercially reasonable efforts to provide advance notice
of material updates to the Services. When Microsoft reasonably believes an update will require significant changes to
all Company Applications using the Services (such as major version releases – e.g. v1.0 to v2.0), Microsoft will keep
the previous version (one version back) of the Services available for at least twelve (12) months after the release of
the new version. Company may be unable to access the Services if it does not upgrade Company Applications to the latest
version during that time.
-
4.4. Account Access and Developer Accounts.
-
(a) We require use of Access Credentials to use the Services, and require use of transaction tracking
and/or session tracking methods for all uses of the Services, as described in the applicable SDKs. Company will use
the Access Credentials to: (i) access the Services, and (ii) access an administrative customer service site. Company
will not make its Access Credentials available to any third party except a third party authorized to act on its behalf.
Company is responsible for all use of the Services through its Access Credentials. Company will promptly notify us
if it learns of a security breach related to your Access Credentials and use of the Services.
-
(b) Microsoft will provide Company with access to developer accounts which may be used for up to 10,000
cumulative transactions, of any type including sessions, both billable or non-billable, within any 30 day period, across all
Company developer accounts. Developer accounts may only be used by Company for developing, testing and maintenance
of the Services with Company Applications consistent with all other terms in this Section 4. If you are a registered
Microsoft Certified Partner, you may also use your developer account to demonstrate your Company Application. If these
limits interfere with your ability to use the Services please contact us here.
-
4.5. End User Terms. You must provide a hypertext link to the Bing Maps TOU: (i) at the bottom of each page in your Company Application where the Services
can be viewed or accessed, or (ii) within the terms of use of your Company Application. Microsoft may change the Bing
Maps TOU from time to time and will provide notice as set forth in Section 4.8(a). Company is responsible for notifying
its end users of changes as appropriate and will comply with Microsoft’s reasonable instructions in doing so. You may
not encourage or require any end user to breach the terms of the Bing Maps TOU.
-
4.6. Privacy. Microsoft may collect information such as, but not limited to, an end user’s IP address,
requests, time of submissions and the results returned to the user, in connection with transaction requests to the Services.
All access to and use of the Services is subject to the data practices set forth in the then-current Privacy Statement,
a current copy of which is available at http://go.microsoft.com/fwlink/?LinkID=248686.
You are responsible for providing end users with adequate notice of the privacy practices applicable to your Company
Application.
-
4.7. Intellectual Property and Reservation of Rights. All rights to the Services and the Content, including
rights of use, not specifically granted under this TOU or your Volume Licensing Agreement are reserved by Microsoft and
its suppliers. Except as set forth in your Volume Licensing Agreement, this TOU does not grant Microsoft any right or
license to any Company Application or Company intellectual property, including intellectual property that Company has
licensed from third parties.
Except for material that we may license to you, we do not claim ownership of the content you post or otherwise provide
to us, that is hosted by Microsoft or a third party hosting provider on Microsoft’s behalf, related to the Services
(called a "Submission"). However, except as set forth herein, by posting or otherwise providing your Submission (and
for the avoidance of doubt, where Microsoft hosts content on your behalf including by a third party hosting provider,
this constitutes a Submission, but where you host or a third party hosts content on your behalf, other than Microsoft
or a third party hosting provider on behalf of Microsoft, this does not constitute a Submission), you are granting to
Microsoft free permission to use, copy, distribute, display, publish, transcode and otherwise modify your Submission,
each in connection with the Services, and sublicense these rights to others in order to provide the Services. For every
Submission you make, you must have all rights necessary for you to grant the permissions in this section. Content that
you upload to the Bing Spatial Data Services API will only be used by Microsoft to provide the Services to you unless
you agree to grant Microsoft additional rights under this section, by way of your Volume Licensing Agreement or the
process detailed in the SDKs.
-
4.8. General Legal Terms.
-
(a) Notices. All Bing Maps legal notices between the parties will be sent consistent with your Volume
Licensing Agreement. You are responsible for keeping your contact information up to date. This TOU is in electronic
form. We have promised to send you certain information in connection with the Services and have the right to send you
certain additional information, including that which may be required by law, which we may send in electronic form.
If you do not consent to receive notices electronically, you must stop using the Services.
We may provide required information to you:
-
at the e-mail address provided through your Volume Licensing Agreement or any email address you specified via
www.bingmapsportal.com (you are responsible for
keeping your contact information up to date); or
-
by posting on any portion of this TOU or to another Microsoft web site that will be designated in advance for this purpose.
Notices will be deemed given on the date shown on the postal return receipt or on the courier, facsimile or email confirmation
delivery.
-
(b) How We May Change the TOU. We may update the TOU from time to time and the impact of such changes
is governed by your Volume Licensing Agreement. If you are licensing Bing Maps through your Volume Licensing Agreement
as of May 1, 2014, the limits set forth in Section 4.2(c) will be effective as set forth in your Volume Licensing Agreement
or January 1, 2015, whichever is later. Until the limits set forth in Section 4.2(c) above are effective, the limitation
set forth below will continue to apply. In developing Company Applications, and in using the Services, you may not,
nor may you permit your customers to: Exceed a total of 10,000,000 non-billable transactions using the Bing Spatial
Data Services API per in any 12 month period.
If you are licensing Bing Maps through your Volume Licensing Agreement as of May 1, 2014, and the terms of Section
4.9(c) apply to your use, the following limitation will be effective as set forth in your Volume Licensing Agreement
or January 1, 2015, whichever is later: You may not exceed 10 million total forward or reverse geocoding transactions,
sessions, or routing requests per year under the Bing Maps Enterprise Platform Service SL or Bing Maps Known User
SL. Should you license more than 5000 Bing Maps Known User SLs, the limits set forth herein will be increased at a
rate of 20 requests per Known User within any 24 hour period and 2000 requests per Known User per year, for each Known
User SL above 5,000. Such increased limits will continue for the duration that you license more than 5,000 Bing Maps
Known User SLs.
If you are licensing Bing Maps through your Volume Licensing Agreement as of May 1, 2014 and the terms of 4.9(d)
apply to your use, the following limitation will be effective as set forth in your Volume Licensing Agreement or January
1, 2015, whichever is later: You may not exceed 5 million total forward or reverse geocoding transactions, sessions
or routing requests per year under the Bing Maps Enterprise Platform Service SL or Bing Maps Light Known User SL.
Should you license more than 5000 Light Known User SLs these limits will be increased at the rate of 10 requests per
Light Known User within any 24 hour period and 1000 requests per Light Known User per year, for each Light Known User
SL above 5,000. Such increased limits will continue for the duration that you license more than 5,000 Bing Maps Light
Known User SLs.
-
(c) Survival. Sections 4.1, 4.2, 4.7 and 4.8 will survive the termination or expiration of your Volume
Licensing Agreement for any reason.
-
(d) Enforceability and Interpreting the TOU. All parts of this TOU apply to the maximum extent permitted
by law. If any provision of the Volume Licensing Agreement or this TOU is unenforceable, the parties (or, if the parties
cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of the
Volume Licensing Agreement and this TOU will remain in place. This TOU, together with your Volume Licensing Agreement,
constitutes the entire agreement between you and us regarding your use of the Services.
-
(e) No Third Party Beneficiaries. This TOU is solely for your and our benefit. It is not for the benefit
of any other person, except for permitted successors and assigns.
-
(f) No Joint Venture/Independent Development. The parties are operating as independent contractors,
and nothing in this TOU will be construed as creating a partnership, franchise, joint venture, employer-employee or
agency relationship.
-
(g) Waiver. Any delay or failure of either party to exercise a right or remedy will not result in
a waiver of that, or any other, right or remedy. No waiver will be effective unless made in writing and signed by an
authorized representative of the waiving party.
-
(h) Logos; Marketing. Except as otherwise agreed to by the parties in writing, neither party will
use any logo or trademark of the other party for marketing or any other purpose without the other party’s prior written
approval.
-
(i) Volume Licensing Agreement Terms. For clarity, the following terms will be governed as set forth
in your Volume Licensing Agreement: Confidentiality; Duty to Defend; Limitation of Liabilities and Disclaimers; Taxes;
Choice of Law and Location for Resolving Disputes; Force Majeure; and Assignment.
-
(j) Print Rights. If print rights are available for the Services, such rights will be included
here.
-
4.9. Company Application Terms. The following terms apply respectively for each of the following offerings
purchased through Volume Licensing.
5. Education or Non-Profit Organization Use. Subject to your compliance with Sections 1, 2, 5 and 8 of
this TOU, you may develop or host a Company Application that uses the Services to display results for Education or Non-profit
Organization Use (as defined in Section 2). You may use the Services solely in conjunction with and integrated into Company
Applications using only methods and means of access that are documented in the SDKs.
Please note that we do not provide warranties for the Services for Education or Non-Profit Organization Use under this Section 5. This TOU also limits our liability. These terms are in Sections 8.8 and 8.9 and we ask you to read them carefully.
6. Limited Public Website and Consumer App Use. Subject to your compliance with Sections 1, 2, 6 and 8 of this TOU, you may develop or host a Company Application that uses the Services for Limited Public Website Use and Consumer App Use (as defined in Section 2). You may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs. Your use of the Content in the Services is subject to the Bing Maps Branding Guidelines. If you will exceed the Limited Public Website and Consumer App Use transaction limits or limits on use of the Bing Spatial Data Services API, please contact us here to discuss how you can license additional transactions. Please note that we do not provide warranties for the Services for Limited Public Website Use under this Section 6. This TOU also limits our liability. These terms are in Sections 8.8 and 8.9 and we ask you to read them carefully.
Please note that we do not provide warranties for the Services for Limited Public Website Use under this Section 6. This TOU also limits our liability. These terms are in Sections 8.8 and 8.9 and we ask you to read them carefully.
7. Evaluation for Commercial, Non-Commercial or Government Use. Subject to your compliance with Sections 1, 2, 7 and 8 of this TOU, you may develop or host a Company Application that uses the Services for a 90 day evaluation period. You may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs. If you will exceed the Evaluation for Commercial, Non-Commercial or Government Use transaction limits or limits on use of the Bing Spatial Data Services API, please contact us here to discuss how you can license additional transactions for evaluation use. Please note that we do not provide warranties for the Services for Evaluation for Commercial, Non-Commercial or Government Use under this Section 7. This TOU also limits our liability. These terms are in Sections 8.8 and 8.9 and we ask you to read them carefully.
-
7.1. Use of Bird’s Eye Aerial Imagery. You may use bird’s eye aerial imagery (if it is made available through the Bing Maps Platform APIs) consistent with the following restrictions:
- (a) You may not use bird’s eye aerial imagery to reveal latitude, longitude, altitude or other metadata.
- (b) You may not save, download, print, distribute, transmit or manipulate the bird’s eye imagery, or offer others that ability, through your Company Application.
- (c) You may not allow use of bird’s eye imagery of the United States, Canada, Mexico, New Zealand, Australia, and/or Japan by a government entity.
8. General Terms for use of the Services under TOU Sections 5, 6, 7, 9 and 10. If you use the Services under Sections 5 (Education or Non-Profit Organization Use), 6 (Limited Public Website Use), 7 (Evaluation for Commercial, Non-Commercial or Government Use), 9 (Limited Commercial Bing Maps Windows App Development) or 10 (Windows App and Windows Phone App Development) the terms in this Section 8 apply to your use of the Services.
-
8.1. General Limitations and Conditions of the Services. In using the Services and developing Company
Applications you must: obey the law (including local, state, federal or other applicable consumer privacy regulations);
not violate the rights of any third party; and obey any codes of conduct or other notices we provide. We may use technology
or other means to protect the Services that you will not circumvent. These means may include, for example, filtering
to increase security. Microsoft may, in its sole discretion, limit the: (i) rate at which the Services, or any subset
of it, may be called, (ii) amount of storage made available to each Services account, or (iii) length of individual content
segments that may be uploaded to, or served from, the Services (all of the foregoing being forms of "Throttling").
-
8.2. General Restrictions. We do have some restrictions on your use of the Services. In developing Company
Applications, and in using the Services, you may not, nor may you permit your customers to:
-
(a)Upload any content to the Services, or use the Services to display or perform in your Company Application,
any content:
- for which you do not have all necessary permissions from the copyright holder(s);
- which includes nudity or is obscene, indecent, pornographic or libelous;
- which is intended to exploit minors in any way;
- which incites, advocates, or expresses hatred, bigotry, racism, or gratuitous violence; or
-
which is intended to threaten, harass, stalk, defame, defraud, degrade, victimize, or intimidate an individual or
group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation,
race, or religion, or to incite or encourage anyone else to do so.
-
(b) Copy, store, archive, or create a database of the Content, except that geocodes may be stored
locally only for use with your Company Applications.
-
(c) Exceed 50,000 cumulative billable transactions (which will be free of charge) as defined in the SDKs, within any 24 hour period, with the exception of Evaluation for Commercial, Non-Commercial or Government Use where you may not exceed 10,000 cumulative billable transactions (which will be free of charge) as defined in the SDKs, in any 30 day period. Exceed a total of 50,000 batch geocode entities non-billable transactions or 100,000 non-billable transactions total using the Bing Spatial Data Services API in any 12 month period.
-
(d) Use Content, including geocodes, other than via an authenticated call to the Services and/or in
conjunction with a Bing Map.
-
(e) Present or alert an end user to individual maneuvers of a route in any way that is synchronized
with the end-user’s sensor-based position along the route (e.g. turn by turn navigation that tracks end-user’s position
using GPS and communicates a maneuver as the end-user approaches the location for such maneuver).
-
(f) Change, obscure, or minimize any logo, trademark, copyright or other notice of Microsoft or its
suppliers; digital watermarks in the Content; or any search box, portion of the results, or advertisement; except that
we may make alternative logo, trademark, and copyright attribution requirements available for use with small maps or
on small devices; if available you will find them here.
-
(g) Use the Services for business asset tracking, fleet management, or dispatch including, without
limitation, to monitor or track the location or movement of Asset(s), including to provide guidance based on the position
or routing of multiple objects tracked using GPS or other sensor-generated methods.
-
(h) Use bird’s eye aerial imagery (except you may use bird’s eye aerial imagery if your use of the
Services is under Section 7 and consistent with Section 7.1 accordingly).
-
(i) Use Content that consists of points of interest data to generate sales leads information in the
form of ASCII or other text-formatted lists of category-specific business listings which (i) include complete mailing
address for each business; and (ii) contain a substantial portion of such listings for a particular country, city,
state or zip code region.
-
(j) Use Content other than in combination with the Services and not separately.
-
(k) Use the Services in a way that harms us or our Affiliates or suppliers.
-
(l) Transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products,
services or materials.
-
(m) Violate any applicable U.S. Export Administration Regulations or end-user, end-use and destination
restrictions issued by U.S. and other governments. The Services are subject to U.S. export jurisdiction.
-
(n) Use the Services in any way that threatens the integrity, performance, or reliability of the Services
including performance or stress testing, or in any manner that works around any technical limitations in the Services.
-
(o) Syndicate, redistribute, resell or sublicense access to the Services or Content on a standalone
basis.
-
(p) Falsify or alter any unique referral identifier in, or assigned to, a Company Application, or
otherwise obscure or alter the source of queries coming from a Company Application.
-
(q) Use any automated process or service to access and/or use the Services (such as a BOT, a spider,
periodic caching of information stored by Microsoft, or "meta-searching").
-
(r) Reverse engineer, decompile or disassemble the Services, except and only to the extent that applicable
law expressly permits, despite this limitation.
-
(s) Integrate road maps from the Services with road maps supplied by any third party. You may not
replace aerial imagery from the Services with imagery supplied by any other mapping platform. Notwithstanding the foregoing,
you may overlay aerial imagery that you have the rights to use, provided that such imagery does not substantially replace
the base aerial imagery provided by the Services. You may incorporate various data layers of types not available through
the Services, in the Company Applications (for example, demographic or school location data). You may combine or overlay
Ordnance Survey's United Kingdom mapping data or data derived from Ordnance Survey’s United Kingdom mapping data (but
not Ordnance Survey roads data) with the Services, provided that you have procured all such rights to the Ordnance
Survey United Kingdom mapping data, that such use of the Ordnance Survey United Kingdom mapping data with the Services
is consistent with your Ordnance Survey license, and that you indemnify Microsoft for such use pursuant to this TOU.
-
(t) Use Content from Ordnance Survey for non-publicly available Company Applications.
-
(u) Use the Services or Content with a vehicle’s dashboard, or a device connected to a vehicle’s dashboard,
systems or sensors, except that the device may be connected to the vehicle power source for charging purposes.
Additional restrictions may apply to use of particular Content or functionalities, as set forth in the SDKs from time to
time. We reserve the right to include a search box or advertising in the Content served through the Services. You will
not intentionally omit or obscure such advertising, search box or search results including advertising when displaying
such Content to end users.
-
8.3. Account Access. We require use of Access Credentials to use the Services, and require use of transaction
tracking and/or session tracking methods for all uses of the Services, as described in the applicable SDKs. Company will
use the Access Credentials to: (a) access the Services, and (b) access an administrative customer service site. Company
will not make its Access Credentials available to any third party except a third party authorized to act on its behalf.
Company is responsible for all use of the Services through its Access Credentials. Company will promptly notify us if
it learns of a security breach related to your Access Credentials and use of the Services.
-
8.4. Bing Maps TOU. You must provide a hypertext link to the Bing Maps TOU: (i) at the bottom of each page in your Company Application where the Services
can be viewed or accessed, or (ii) within the terms of use of your Company Application. Microsoft may change the Bing
Maps TOU from time to time. Company is responsible for notifying its end users of changes as appropriate and will comply
with Microsoft’s reasonable instructions in doing so. You may not encourage or require any end user to breach the terms
of the Bing Maps TOU.
-
8.5. Privacy. Microsoft may collect information such as, but not limited to, an end user’s IP address,
requests, time of submissions and the results returned to the user, in connection with transaction requests to the Services.
All access to and use of the Services is subject to the data practices set forth in the then-current Privacy Statement,
a current copy of which is available at http://go.microsoft.com/fwlink/?LinkID=248686.
You are responsible for providing end users with adequate notice of the privacy practices applicable to your Company
Application.
-
8.6. Intellectual Property and Reservation of Rights. Microsoft and its suppliers retain all right,
title and interest in and to the Services, Content, the SDKs and all intellectual property rights therein, except for
the limited rights expressly granted herein. This TOU does not grant Microsoft any right or license to any Company Application
or Company intellectual property including intellectual property that Company has licensed from third parties.
Except for material that we may license to you, we do not claim ownership of the content you post or otherwise provide
to us, that is hosted by Microsoft or a third party hosting provider on Microsoft’s behalf, related to the Services
(called a "Submission"). However, by posting or otherwise providing your Submission (and for the avoidance of doubt,
where Microsoft hosts content on your behalf including by a third party hosting provider, this constitutes a Submission,
but where you host or a third party hosts content on your behalf, other than Microsoft or a third party hosting provider
on behalf of Microsoft, this does not constitute a Submission), you are granting to Microsoft free permission to use,
copy, distribute, display, publish, transcode and otherwise modify your Submission, each in connection with the Services,
and sublicense these rights to others in order to provide the Services. We may refuse to publish and may remove your
Submission from the Services at any time. For every Submission you make, you must have all rights necessary for you
to grant the permissions in this section. You may agree to grant Microsoft additional rights under this section by way
of the process detailed in the SDKs.
-
8.7. Your Responsibility. You will indemnify and hold the Microsoft parties harmless from and against
any and all loss, liability, and expense (including reasonable attorneys' fees) suffered or incurred by reason of any
claims, proceedings or suits based on or arising out of any breach by you of any obligation or warranty under this TOU.
You will be solely responsible for defending any claim, subject to Microsoft's right to participate with counsel it selects,
and you will not agree to any settlement that imposes any obligation or liability on the Microsoft parties without Microsoft's
prior written consent.
-
8.8. We Make No Warranty. Microsoft and its suppliers provide the Services and Content "as-is," "with
all faults", "as available" and without warranty of any kind. To the maximum extent permitted by law, any and all representations,
warranties or conditions of any kind whatsoever (including, but not limited to, implied or statutory warranties of merchantability,
fitness for a particular purpose, title, non-infringement, accuracy or satisfactory quality), all with regard to the
Services and any Content, are expressly excluded by Microsoft and its suppliers. Microsoft and its suppliers make no
warranty that the Services will operate properly as integrated with the Company Applications, that the Services will
be uninterrupted, or that any Content will be accurate or complete. Microsoft and its suppliers specifically disclaim
any liability for end users’ reliance on the Services. Without limiting the foregoing, Microsoft and its suppliers shall
have no liability for harm to end users resulting from reliance on any map or direction provided hereunder.
-
8.9. Liability Limitation. You can recover from Microsoft and its suppliers only direct damages up to
an amount equal to fees you have paid Microsoft for the Services for one month. Neither party nor its suppliers will
be liable for any indirect damages, (including, without limitation, consequential, special or incidental damages, damages
for loss of profits or revenues, business interruption, or loss of business information) arising out of or related to
the Services, Content, or TOU even if advised of the possibility of such damages or if the possibility was reasonably
foreseeable.
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8.10. Changes to the Services; Cancellation or Suspension of the Services; Audit. We may change, cancel
or suspend your use of the Services at any time. Some changes to the Services may cause existing Company Applications
to stop working. Our cancellation or suspension may be without cause and/or without notice. Upon Services cancellation,
your right to use the Services stops right away. Once the Services are cancelled or suspended, any data you have stored
on the Services may not be retrieved later. Microsoft reserves the right to verify your compliance with this TOU.
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8.11. General Legal Terms.
9. Limited Commercial Bing Maps Windows App Development. Subject to your compliance with Sections 1, 2, 8 and 9 of this TOU, you may develop and host Limited Commercial Bing Maps Windows Apps Company Applications that use the Services. You may use the Services solely in conjunction with and integrated into Limited Commercial Bing Maps Windows Apps Company Applications using only methods and means of access that are documented in the SDKs. Please note that we do not provide warranties for the Services for Limited Commercial Bing Maps Windows Apps Company Applications under this Section 9. This TOU limits our liability. These terms are in Sections 8.8 and 8.9 and we ask you to read them carefully.
You are responsible for obtaining users’ express permission (opt-in) to use users’ personally identifying information,
including users’ location information, and providing a mechanism through which users can opt-out of the use of their personally
identifiable and location information. Your use of the Content in the Services is subject to the Bing Maps App Branding Guidelines.
10. Windows App and Windows Phone App Development.Subject to your compliance with Sections 1, 2, 8 and 10 of this TOU, you may develop and host Windows Apps and Windows Phone Apps Company Applications that use the Services. You may use the Services solely in conjunction with and integrated into Windows Apps and Windows Phone Apps Company Applications using only methods and means of access that are documented in the SDKs. Please note that we do not provide warranties for the Services for Windows Apps and Windows Phone Apps Company Applications under this Section 10. This TOU limits our liability. These terms are in Sections 8.8 and 8.9 and we ask you to read them carefully.
Your Windows Apps and Windows Phone Apps Company Applications, and the Content therein, must be available to consumers
and may be offered for a fee; or available internally for free instructional non-commercial use. You may not use the Services
for or in connection with Windows Apps Company Applications used by authenticated enterprise users (employees or agents
of the enterprise) over a private network under this section (see Section 9 for terms on such use).
You are responsible for obtaining users’ express permission (opt-in) to use users’ personally identifying information,
including users’ location information, and providing a mechanism through which users can opt-out of the use of their personally
identifiable and location information.
If you have a Bing Maps Agreement or Volume Licensing Agreement, you may use the Services for Windows App and Windows
Phone App Development free of charge pursuant to this Section 10 by following the instructions at the Bing Maps Portal.
