This Endo Maps Platform License Agreement (the "Agreement") is made between Endo and the entity or person agreeing to these terms "Customer". "Endo" means Endo Limited, a company incorporated under the Egyptian laws, and its offices are at Alexandria, Egypt.
This Agreement is effective as of the date Customer clicks on “accept the Agreement”, or enters into a Reseller agreement if purchasing through a Reseller (the "Effective Date"). If you are accepting on behalf of a customer, you represent and warrant that: (i) you have full legal authority to bind the customer to this agreement; (ii) you have read and understand this agreement; and (iii) you agree, on behalf of the customer, to this agreement. If you do not have the legal authority to bind the customer, please do not click to accept. This agreement governs the customer's access to and use of the services.
1. Provision of the Services.
1.1 Using of the services in customers’ applications. Endo will provide the services to the customer in accordance with the applicable SLA, and the customer may use the Endo Maps Core Services in customer application(s) in accordance with Section 3 (License).
1.2 Admin console; projects; API keys. The customer will administer the services through the online Admin Console. To access the services, the customer must create project(s) and use its API key(s) in accordance with the documentation.
1.3 Accounts. The customer must have an account. The customer is responsible for: (a) the information he provides in connection with the account; (b) maintaining the confidentiality and security of the account and associated passwords; and (c) any use of its Account.
1.4 Customers’ domains and applications. The customer must list in the admin console each authorized domain and application that uses the services. The customer is responsible for ensuring that only authorized domains and applications use the services.
1.5 New features and services. Endo may: (a) make new features or functionality available through the services and (b) add new services to the “services definition” (by adding them at the URL stated under that definition). The customer’s use of new features or functionality may be contingent on his agreement to additional terms applicable to the new feature or functionality.
1.6 Modifications.
1.6.1 To the services. Endo may make changes to the Services, which may include adding, updating, or discontinuing any service or portion or feature(s) of the services. Endo will notify the customer of any material change to the services.
1.6.2. To the agreement. Endo may make changes to this agreement, including pricing (and any linked documents). Unless otherwise noted by Endo, material changes to the agreement will become effective 30 days after notice is given, except if the changes apply to new functionality in which case they will be effective immediately. Endo will provide at least 90 days advance notice for materially adverse changes to any SLAs by: (a) sending an email to the customer’s primary point of contact; (b) posting a notice in the Admin Console; or (c) posting a notice to the applicable SLA webpage. If the customer does not agree to the revised agreement, then he should stop using the services. Endo will post any modification to this agreement to the Terms & Conditions URL.
2. Payment terms.
2.1 Certain services which are provided by our customers will be paid up to 0.25 EGP per point (place added or services).
2.2 Online billing. At the end of the applicable Period, Endo will issue an electronic bill to the customer for all approved data provided by the customer based on (a) the customer’s use of the services during the previous period; (b) any committed bounce; and (c) any edit and updates added. The customer will be responsible for all the data provided quality, accuracy and legality. Currency set for the invoice is EGP or its equivalent in US Dollar. Endo will charge (and the customer will lose percentage) if the data provided is duplicated and/or not matched Endo quality, accuracy and legality at the end of payment period which is 30 days after the customer’s activities. Endo measurement of the customer’s use of the services is final. Endo has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by the customer. If the customer has entered into the agreement with Endo, Endo may make payments via Vodafone, Orange or Etisalat Cash Payment services or via Western Union or the new currency from Facebook “Libra”, or through any other company incorporated in Egypt.
2.3 Taxes.
2.3.1 The customer is responsible for taxes, and he will deducted for any Taxes applied to the Services. If Endo is obligated to collect or pay taxes, the taxes will be invoiced to the customer, unless he provides Endo with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. If the customer is required by law to withhold any taxes from its payments to Endo, the customer must provide Endo with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation the services are subject to local VAT and the customer is required to make a withholding of local VAT from amounts payable to Endo.
2.3.2 If required under applicable law, the customer will provide Endo with applicable tax identification information that Endo may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. The customer will be liable to pay (or reimburse Endo for) any taxes, interest, penalties or fines arising out of non-declaration by the customer.
2.4 Invoice disputes & refunds. Any invoice disputes will be paid before the payment due date. If the parties determine that certain billing inaccuracies are attributable to Endo, Endo will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Endo will apply the credit memo amount to the disputed invoice and the customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, the customer waives all claims relating to Fees unless claimed within 60 days after charged. Refunds (if any) are at the discretion of Endo and will only be in the form of credit for the services. Nothing in this agreement obligates Endo to extend credit to any party.
2.5 Payments; Suspension. Endo is not responsible and will not pay any amount to the customers in case of any violation of the law including any activities that violates the privacy.
2.6 Payment required. Endo payment will be transferred within 30 days and Endo will not be responsible for any delay which could be caused by any uncontrollable situation including a limited operation, financial services providers, any political situation and any changes in the exchange rate.
3. License.
3.1 License grant. Subject to this agreement's terms, during the term, Endo grants to the customer a non-exclusive, non-transferable, non-sub licensable license to use the services in the customer application(s), which may be: (a) fee-based or non-fee-based; (b) public/external or private/internal; (c) business-to-business or business-to-consumer; or (d) asset tracking.
3.2 License requirements and restrictions. The following are conditions of the license granted in section 3.1. In this section 3.2, the phrase “The customer will not …” means “The customer will not …, and will not permit a third party to …”.
3.2.2 General restrictions. Unless Endo specifically agrees in writing, the customer will not: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code (except to the extent such restriction is expressly prohibited by applicable law); (b) sublicense, transfer, or distribute any of the Services; (c) sell, resell, or otherwise make the services available as a commercial offering to a third party; or (d) access or use the services: (i) for high risk activities; (ii) in a manner intended to avoid incurring fees; (iii) for activities that are subject to the international traffic in arms regulations maintained by the Egyptian Arms and Law; on behalf of or for the benefit of any entity or person who is legally prohibited from using the services; or to transmit, store, or process protected health information (as defined in and subject to Egyptian law).
3.2.3 Requirements for using the services.
(a) Terms of service and privacy policy. The customer application’s terms of service will (A) notify users that the customer application includes Endo Maps features and content; and (B) state that use of Endo Maps features and content is subject to the current versions of the: Endo Maps products.
(b) Attribution. The customer will display all attribution that (i) Endo provides through the services (including branding, logos, and copyright and trademark notices); or (ii) is specified in the Maps service specific terms. The customer will not modify, obscure, or delete such attribution.
(c) Review of the customer applications. At Endo’s request, the customer will submit his Application(s) and project(s) to Endo for review to ensure compliance with the agreement (including the AUP).
3.2.4 Restrictions against misusing the services.
(a) Scraping not allowed. The customer will not extract, export, or otherwise scrape Endo Maps content for use outside the services. For example, the customer will not: (i) pre-fetch, index, store, share, or re-host Endo Maps content outside the services; (ii) bulk download Endo Maps tiles, street view images, geo codes, directions, distance matrix results, roads information, places information, elevation values, and time zone details; (iii) copy and save business names, addresses, or user reviews; or (iv) use Endo Maps content with text-to-speech services.
(b) Caching not allowed. The customer will not cache Endo Maps content except as expressly permitted under the Maps service specific terms.
(c) Creating content from Endo Maps content not allowed. The customer will not create content based on Endo Maps content. For example, the customer will not: (i) trace or digitize roadways, building outlines, utility posts, or electrical lines from the Maps JavaScript API satellite base map type; (ii) create 3D building models from 45° imagery from Maps JavaScript API; (iii) build terrain models based on elevation values from the elevation API; (iv) use latitude/longitude values from the places API as an input for point-in-polygon analysis; (v) construct an index of tree locations within a city from street view imagery; or (vi) convert text-based driving times into synthesized speech results.
(d) No re-creating Endo products or features. The customer will not use the services to create a product or service with features that are substantially similar to or that re-create the features of another Endo product or service. The customer’s product or service must contain substantial, independent value and features beyond the Endo products or services. For example, the customer will not: (i) re-distribute the Endo Maps core services or pass them off as if they were his services; (ii) create a substitute of the Endo Maps core services, Endo Maps, or Endo Maps mobile apps, or their features; (iii) use the Endo Maps core services in a listings or directory service or to create or augment an advertising product; (iv) combine data from the Directions API, Geolocation API, and Maps SDK for Android to create real-time navigation functionality substantially similar to the functionality provided by the Endo Maps for Android mobile app.
(e) Using any other maps is not allowed. The customer will not use the Endo Maps core services in an application that contains a non-Endo map. For example, the customer will not (i) display places listings on a non-Endo map, or (ii) display street view imagery and non-Endo maps in the same application.
(f) No to circumvent fees. Customer will not circumvent the applicable cost. For example, the customer will not create multiple billing accounts or projects to earn incurring amount, prevent Endo from accurately calculating the customer’s service usage levels.
(g) Not to be used in prohibited territories. The customer will not distribute or market in a prohibited territory. Any customer application(s) that use the Endo Maps core services.
(h) Not to be used in embedded vehicle systems. The customer will not use the Endo Maps core services in connection with any Customer Application or device embedded in a vehicle. For example, the customer will not create a customer application that (i) is embedded in an in-dashboard automotive infotainment system; and (ii) allows end users to request driving directions from the directions API.
(i) Not to modify the search results integrity. The customer will not modify any of the service’s search results.
3.2.5 Benchmarking. The customer may not publicly disclose directly or through a third party the results of any comparative or compatibility testing, benchmarking, or evaluation of the services through a “each of it is Test”, unless the disclosure includes all information necessary for Endo or a third party to replicate the test. If the customer conducts, or directs a third party to conduct, a test of the services and publicly discloses the results directly or through a third party, then Endo (or an Endo directed third party) may conduct tests of any publicly available cloud products or services provided by the customer and publicly disclose the results of any such test (which disclosure will include all information necessary for the customer or a third party to replicate the test).
4. Customer obligations.
4.1 Compliance. The customer will: (a) ensure that his and the end users’ use of the services complies with the agreement; and (b) use commercially reasonable efforts to prevent, promptly notify Endo of, and terminate any unauthorized use of or access to its account(s) or services.
4.2 Documentation. Endo may provide documentation for the customer’s use of the services. The documents may specify restrictions (e.g. attribution or HTML restrictions) on how the services may be used and the customer will comply with any such restrictions specified.
4.3 Copyright policy. Endo provides information to help copyright holders manage their intellectual property online, but Endo cannot determine whether something is being used legally or not without their input. Endo responds to notices of alleged copyright infringement and terminates accounts of repeated infringers according to applicable copyright laws including in particular the process set out in the Egyptian law of Copyright Act. If the customer thinks somebody is violating his or his end users’ copyrights and wants to notify Endo, the customer can find information about submitting notices, and Enso's policy about responding to notices at Endo E-mail info@endomaps.com.
4.4 Data use, protection, and privacy.
4.4.1 Data use and retention. To provide the services through the customer application(s), Endo must receive and collect data from the end users and the customer, including search terms, IP addresses, and latitude/longitude coordinates. The customer acknowledges and agrees that Endo and its affiliates may use and retain this data to provide and improve Endo products and services, subject to the Endo privacy policy.
4.4.2 European data protection terms. Endo and the customer agree to the Endo Maps controller-controller data protection terms.
4.4.3 End user requirements.
(a) End user privacy. The customer’s use of the services in the customer application will comply with applicable privacy laws, including laws regarding services that store and access cookies on the end users’ devices. If the customer has end users in the European economic area, the customer will comply with the EU end user consent policy.
(b) The end user’s personal data. Through the normal functioning of the Endo Maps core services, the end user provides personally identifiable information and personal data directly to Endo, subject to the Endo privacy policy. However, the customer acknowledges and agrees that he will not provide these categories of data to Endo.
(c) The end user’s location privacy requirements. To safeguard the end users’ location privacy, the customer will ensure that the customer application(s): (i) notify the end users in advance of (1) the type(s) of data that the customer intends to collect from the end users or the end users’ devices, and (2) the combination and use of the end user's location with any other data provider's data; and (ii) will not obtain or cache any of the end user's locations except with the end user's express, prior, revocable consent.
5. Suspension.
5.1 For license restrictions violations. Endo may suspend the services without prior notice if the customer breaches section 3.2 (License Requirements and Restrictions).
5.2 For AUP violations or emergency security issues. Endo may also suspend the services as described in subsections 5.2.1 (AUP Violations) and 5.2.2 (Emergency Security Issues). Any suspension under those sections will be to the minimum extent and for the shortest duration required to: (a) prevent or terminate the offending use, (b) prevent or resolve the emergency security issue, or (c) comply with applicable law.
5.2.1 AUP violations. If Endo becomes aware that the customer’s or any end user’s use of the services violates the AUP, Endo will give the customer notice of such violation by requesting that customer to correct the violation. If the customer fails to correct such violation within 24 hours or if Endo is otherwise required by applicable law to take action, then Endo may suspend all or part of the customer’s use of the services.
5.2.2 Emergency security issues. Endo may immediately suspend the customer’s use of the services if (a) there is an emergency security issue or (b) Endo is required to suspend such use immediately to comply with applicable law. At the customer’s request, unless prohibited by applicable law, Endo will notify the customer of the basis for the suspension as soon as possible.
5.3 For alleged third-party intellectual property rights infringement. If the customer application is alleged to infringe a third party’s intellectual property rights, Endo may require the customer to suspend distributing the customer application with 30 days’ written notice until such allegation is fully resolved. In any event, this section 5.3 does not reduce the customer’s obligations under section 15 (Indemnification).
6. Intellectual property rights; feedback.
6.1 Intellectual property rights. Except as expressly stated in this agreement, this agreement does not grant either party any rights, implied or otherwise, to the other party’s content or any of the other party’s intellectual property. As between the parties, the customer owns all intellectual property rights in the customer application, and Endo owns all Intellectual Property Rights in the services and software.
6.2 Customer’s feedback. If the customer provides Endo feedback about the services, then Endo may use that information without obligation to the customer, and the customer irrevocably assigns to Endo all right, title, and interest in that feedback.
7. Third party legal notices and license terms.
Certain components of the services (including open source software) are subject to third-party copyright and other intellectual property rights, as specified in: (a) the Endo Maps legal notices and (b) separate publicly-available third-party license terms, which Endo will provide to the customer on request.
8. Technical support services.
8.1 By Endo. Endo will provide Maps technical support services to the customer in accordance with the Maps technical support services guidelines.
8.2 By the customer. The customer is responsible for technical support of its customer’s applications and projects.
9. Deprecation policy.
9.1 Endo will notify the customer at least 1 month before making material discontinuance(s) or backwards incompatible change(s) to the services, unless Endo reasonably determines that: (a) Endo cannot do so by law or by contract (including if there is a change in applicable law or contract) or (b) continuing to provide the services could create a (i) security risk or (ii) substantial economic or technical burden.
9.2 Section 9.1 applies to the services listed If Endo deprecates any services that are not listed at the above URL, Endo will use commercially reasonable efforts to minimize the adverse impacts of such deprecations.
10. Confidential information.
10.1 Obligations. Subject to section 10.2 (Required disclosure), the recipient will use the other party’s confidential information only to exercise its rights and fulfil its obligations under the agreement. The recipient will use reasonable care to protect against disclosure of the other party’s confidential information to parties other than the recipient’s employees, affiliates, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will ensure that its delegates are also subject to the same non-disclosure and use obligations.
10.2 Required disclosure. The customer is responsible for responding to all the third party’s requests concerning its use and customer end users’ use of the services.
11. Term and termination.
11.1 Agreement terms. The “Terms” of this agreement will begin on the effective date and continue until the agreement is terminated under this Section.
11.2 Termination for breach. Either party may terminate this agreement for breach if: (a) the other party is in material breach of the agreement and fails to cure that breach within 30 days after receipt of written notice; or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. In addition, Endo may terminate any, all, or any portion of the services or projects, if the customer meets any of the conditions in subsections (a) or (b).
11.3 Termination for inactivity. Endo reserves the right to terminate provision of the service(s) to a project on 30 days advance notice if, for more than 180 days, such project (a) has not made any requests to the services from any of the customer applications; or (b) such project has not incurred any fees for such service(s).
11.4 Termination for convenience. The customer may stop using the services at any time, subject to any financial commitments expressly made by this agreement; the customer may terminate this agreement for its convenience at any time on prior written notice and upon termination, must cease use of the applicable services. Endo may terminate this agreement for its convenience at any time without liability to the customer.
11.5 Effects of termination.
11.5.1 If the agreement is terminated, then: (a) the rights granted by one party to the other will immediately cease; (b) all fees owed by Endo to the customer are immediately due upon receipt of the final electronic bill; and (c) the customer will delete the software and any content from the services by the termination effective date.
11.5.2 The following will survive expiration or termination of the agreement: Section 2 (Payment terms), Section 3.2 (License requirements and restrictions), Section 4.4 (Data use, Protection, and Privacy), Section 6 (Intellectual property; Feedback), Section 10 (Confidential information), Section 11.5 (Effects of termination), Section 14 (Disclaimer), Section 15 (Indemnification), Section 16 (Limitation of liability), Section 19 (Miscellaneous), and Section 20 (Definitions).
12. Publicity.
The customer may state publicly that he is a customer of the services, consistent with the Trademark guidelines. If the customer wants to display Endo brand features in connection with its use of the services, the customer must obtain written permission from Endo through the process specified in the trademark guidelines. Endo may include the customer’s name or brand features in a list of Endo customers, online or in promotional materials. Endo may also verbally reference the customer as a customer of the services. Neither of the two parties need approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party’s brand features will inure to the benefit of the party holding intellectual property rights to those brand features. A party may revoke the other party’s right to use its brand features under this section with written notice to the other party and a reasonable period to stop the use.
13. Representations and warranties.
Each party represents and warrants that: (a) it has full power and authority to enter into the agreement; and (b) it will comply with Export control laws and anti-bribery laws applicable to its provision, receipt, or use, of the services, as applicable.
14. Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ENDO: (A) DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE SERVICES OR SOFTWARE; (B) MAKES NO REPRESENTATION ABOUT CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICES; AND (C) WILL ONLY BE REQUIRED TO PROVIDE THE REMEDIES EXPRESSLY STATED IN THE SLA FOR FAILURE TO PROVIDE THE SERVICES. ENDO MAPS CORE SERVICES ARE PROVIDED FOR PLANNING PURPOSES ONLY. INFORMATION FROM THE ENDO MAPS CORE SERVICES MAY DIFFER FROM ACTUAL CONDITIONS, AND MAY NOT BE SUITABLE FOR THE CUSTOMER APPLICATION. THE CUSTOMER MUST EXERCISE INDEPENDENT JUDGMENT WHEN USING THE SERVICES TO ENSURE THAT THE CUSTOMER APPLICATION IS SAFE FOR THE END USERS AND OTHER THIRD PARTIES.
15. Indemnification.
15.1 By customer. Unless prohibited by applicable law, the customer will defend Endo and its affiliates and indemnify them against indemnified liabilities in any third-party legal proceeding to the extent arising from (a) any customer indemnified materials or (b) the customer’s or an end user’s use of the services in violation of the AUP or in violation of the agreement.
15.2 By Endo. Endo will defend the customer and its affiliates participating under the agreement (“Customer Indemnified Parties”), and indemnify them against indemnified liabilities in any third-party legal proceeding to the extent arising from an allegation that the customer indemnified parties' use of Endo indemnified materials infringes the third party's intellectual property rights.
15.3 Exclusions. This section 15 will not apply to the extent the underlying allegation arises from (a) the indemnified party’s breach of the agreement or (b) a combination of the indemnifying party’s technology or brand features with materials not provided by the indemnifying party, unless the combination is required by the agreement.
15.4 Conditions. Sections 15.1 and 15.2 will apply only to the extent:
(a) The indemnified party has promptly notified the indemnifying party in writing of any allegation(s) that preceded the third-party legal proceeding and cooperates reasonably with the indemnifying party to resolve the allegation(s) and third-party legal proceeding. If breach of this section 15.4(a) prejudices the defence of the third-party legal proceeding, the indemnifying party’s obligations under section 15.1 or 15.2 (as applicable) will be reduced in proportion to the prejudice.
(b) The indemnified party tenders sole control of the indemnified portion of the third-party legal proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
15.5 Remedies.
(a) If Endo believes the services might infringe a third party’s intellectual property rights, then Endo may, at its sole option and expense: (i) procure the right for the customer to continue using the services; (ii) modify the services to make them non-infringing without materially reducing their functionality; or (iii) replace the services with a non-infringing, functionally equivalent alternative.
(b) If Endo does not believe the remedies in section 15.5(a) are commercially reasonable, then Endo may suspend or terminate the customer’s use of the impacted services.
15.6 Sole rights and obligations. Without affecting either party’s termination rights, this section 15 states the parties’ sole and exclusive remedy under this agreement for any third party's intellectual property rights allegations and third-party legal proceedings covered by this section 15 (indemnification).
16. Limitation of liability.
16.1 Limitation on indirect liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AND ENDO’S LICENSORS, WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR PROFITS (WHETHER DIRECT OR INDIRECT), SAVINGS, GOODWILL, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY OR LICENSOR, AS APPLICABLE, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
16.2 Limitation on amount of liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AND ENDO’S LICENSORS, MAY NOT BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY THE CUSTOMER TO ENDO UNDER THIS AGREEMENT DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
16.3 Exceptions to limitations. These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, or the customer's payment obligations.
17. Advertising.
In its sole discretion, the customer may configure the service to either display or not display advertisements served by Endo.
18. Egyptian governmental users.
The services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Egyptians acquisition regulations and laws.
19. Miscellaneous.
19.1 Notices. All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to Endo is: info@endomaps.com. The Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
19.2 Assignment. Neither of the two parties may assign any part of this agreement without the written consent of the other, except to an affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this agreement; (b) the assigning party remains liable for obligations under the agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
19.3 Change of control. If a party experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within 30 days after the change of control; and (b) the other party may immediately terminate this agreement any time between the change of control and 30 days after it receives that written notice.
19.4 Force majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
19.5 Subcontracting. Endo may subcontract obligations under the agreement but will remain liable to the customer for any subcontracted obligations.
19.6 No agency. This agreement does not create any agency, partnership or joint venture between the parties.
19.7 No waiver. Neither of the two parties will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this agreement.
19.8 Severability. If any term (or part of a term) of this agreement is invalid, illegal, or unenforceable, the rest of the agreement will remain in effect.
19.9 No third-party beneficiaries. This agreement does not confer any benefits on any third party unless it expressly states that it does.
19.10 Equitable relief. Nothing in this agreement will limit either party’s ability to seek equitable relief.
19.11 Governing law.
19.11.1 For Egypt, county, and government entities and all other entities. If the customer is an Egyptian then the agreement will be silent regarding governing law and venue. If the customer is a foreigner then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF EGYPT.
19.12 Amendments. Except as stated in section 1.5.2 (Modifications; to the agreement), any amendment must be in writing, signed by both parties, and expressly state that it is amending this agreement.
19.13 Entire agreement. This agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this agreement, neither party has relied on, nor will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in this agreement. The terms located at any URL referenced in this agreement and the documentation is incorporated by reference into the agreement. After the effective date, Endo may provide an updated URL in place of any URL in this agreement.
19.14 Conflicting terms. If there is a conflict between the documents that make up this agreement, the documents will control in the following order: the agreement, and the terms at any URL.
19.15 Conflicting translations. If this agreement is translated into any other language, and there is a discrepancy between the Arabic text and the translated text, the Arabic text will govern.
20. Reseller orders.
This section applies if the customer orders the services from a reseller under a reseller agreement (including the reseller order form).
20.1 Orders. If the customer orders services from a reseller, then: (a) fees for the services will be paid to the reseller, and any payments will be made directly to the reseller under the reseller’s agreement; (b) section 2 of this agreement (Payment terms) will not apply to the services; (c) the customer will receive any applicable SLA credits from the reseller, if owed to the customer in accordance with the SLA; and (d) Endo will have no obligation to provide any SLA credits to a the customer who is provided the services from the reseller.
20.2 Conflicting terms. If the customer orders Endo Maps core services from a reseller and if any documents conflict, then the documents will control in the following order: the agreement, the terms at any URL (including the URL terms), reseller order form. For example, if there is a conflict between the Maps service specific terms and the reseller order form, the Maps service specific terms will control.
20.3 Reseller as administrator. At the customer’s discretion, the reseller may access the customer’s projects, accounts, or the services on behalf of the customer. As between Endo and the customer, the customer is solely responsible for: (a) any access by the reseller to the customer’s account(s), project(s), or the services; and (b) defining in the reseller agreement any rights or obligations as between the reseller and the customer with respect to the accounts, projects, or services.
20.4 Reseller verification of the customer application(s). Before providing the services, the reseller may also verify that the customer owns or controls the customer applications. If the reseller determines that the customer does not own or control the customer applications, then Endo will have no obligation to provide the services to the customer.
21. Definitions.
"Account" means the customer’s Endo Account.
"Admin console" means the online console(s) and/or tool(s) provided by Endo to the customer for administering the services.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"Allegation" means an unaffiliated third party’s allegation.
“Anti-Bribery laws” means all applicable commercial and public anti-bribery laws, (for example, the Egyptian law), which prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties.
"AUP" or "Acceptable Use Policy" means the then-current acceptable use policy for the services.
"Brand features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party.
"Confidential information" means information that one party (or an affiliate) discloses to the other party under this agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
"Control" means control of greater than 50% of the voting rights or equity interests of a party.
"Customer application" means any web domain or application (including all source code and features) owned or controlled by the customer, or that the customer is authorized to use.
"Customer end user" or "End User" means an individual or entity that the customer permits to use the services or customer application(s).
“Customer indemnified materials” means the Customer application and the customer brand features.
"Documentation" means the Endo documentation (as may be updated) in the form generally made available by Endo for use with the services.
"Emergency security issue" means either: (a) the customer’s or the customer’s end users’ use of the services in violation of the AUP, which could disrupt: (i) the services; (ii) other customers’ or their customer end users’ use of the services; or (iii) the Endo network or servers used to provide the services; or (b) unauthorized third party access to the services.
"Europe" or "European" means European economic area.
“Export control laws” means all applicable export and re-export control laws and regulations, including any applicable munitions- or defence-related regulations (for example, the international traffic in arms regulations maintained by Egypt).
"Fee accrual period" means a calendar month or another period specified by Endo in the admin console.
"Fee applied" means the amount (as may be updated), as applicable for certain services, as set out in the admin console.
“Feedback” means feedback or suggestions about the services provided by the customer to Endo.
"Fees" means the product of the amount of services used or ordered by the customer multiplied by the prices, plus any applicable Taxes.
"Endo indemnified materials" means Endo's technology used to provide the services (excluding any open source software) and Endo's brand features.
"Endo Maps content" means any content provided through the services (whether created by Endo or its third-party licensors), including map and terrain data, imagery, traffic data, and places data (including business listings).
"High risk activities" means activities where the use or failure of the services could lead to death, personal injury, or environmental damage, including (a) emergency response services; (b) autonomous and semi-autonomous vehicle or drone control; (c) vessel navigation; (d) aviation; (e) air traffic control; (f) nuclear facilities operation.
"HIPAA" means the health insurance portability and accountability act of 1996 as it may be amended, and any regulations issued under it.
"Indemnified liabilities" means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs finally awarded against the indemnified party and its affiliates by a court of competent jurisdiction.
"including" means "including but not limited to".
"Intellectual property rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
"Legal process" means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
"Maps service specific terms" means the current terms specific to one service or more.
"Maps technical support services" means the technical support service provided by Endo to service under the current Maps technical support services guidelines.
"Maps technical support services guidelines" means the current technical support service guidelines.
"Personal data" has the meaning provided in the general data protection regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016.
"Price" means the current applicable price(s) stated.
"Prohibited territory" means the countries listed as territory.
"Project" means a customer-selected grouping of Endo Maps core services resources for a particular customer application.
"Reseller" means, if applicable, the authorized reseller that sells or supplies the services to the customer.
"Reseller agreement" means, if applicable, a separate, independent agreement between the customer and the reseller regarding the services.
"Reseller order form" means an order form entered into by the reseller and the customer, subject to the reseller agreement.
"Services" and "Endo Maps Core Services" means the services described. The services include the Endo Maps content and the software.
"SLA" or "Service Level Agreement" means each of the current service level agreements.
"Software" means any downloadable tools, software development kits, or other computer software provided by Endo for use as part of the services, including updates.
"Taxes" means any duties, customs fees, or taxes (other than Endo’s income tax) associated with the purchase of the services, including any related penalties or interest.
"Term" has the meaning stated in section 1.6 of this agreement.
“Terms URL” means the URL set.
"Third-Party legal proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
"Trademark guidelines" means (a) Endo’s brand terms and conditions, located and (b) the “use of trademarks” section of the “using Endo Maps policy.