Naurt | Terms and Conditions

Naurt Terms and Conditions

Introduction

1.1 Welcome to Naurt (“the Company”, “We”, “Us”, “Our”), located in Brighton, England. This document delineates the Terms and Conditions (“Terms”) which govern how Naurt provides its Software Development Kits (“SDKs”), APIs, and other services (collectively referred to as “Services”) to you (“Customer”, “You”, “Your”) through our website and dashboard (collectively known as “Platform”). These Services are intended for Customers to utilise within their respective applications. Users of these applications ("Users") agree to these Terms by downloading the Customer's app and using the Services.

1.2 By creating a Naurt account and using our Services, you agree to comply with and be bound by these Terms. If you do not agree with these Terms, you must not use the Services.

1.3 Naurt retains the right to amend these Terms at any time, with the changes being communicated to customers via email. Continued use of the Services following any amendments implies acceptance of the revised Terms.

Definitions

2.1 "Naurt": Refers to the company offering the SDKs and Services.

2.2 "SDKs": Stands for the Software Development Kits provided by Naurt, which include, but are not limited to, the Location Manager SDK and the Lite SDK.

2.3 "Services": Represents all services provided by Naurt including but not limited to the platform, SDKs, APIs, dashboards or any products Naurt offers.

2.4 "Customer": Refers to any individual or entity that avails Naurt’s Services. Extends to third parties engaged by the direct customer, including but not limited to contractors hired by the customer to directly or indirectly handle Naurt’s Services, data or products

2.5 "Naurt Key" and/or “API Key”, “Key”, “Access Key” and other variations: Refers to the unique Key assigned to Customers for activating Naurt’s SDKs, APIs and any other Services associated with the Platform.

2.6 "User": Defines the end user who downloads and utilises the app that has integrated Naurt's SDKs or Services.

Account Registration and Security Obligations

3.1 To access and utilise Naurt's Services, you, herein referred to as the Customer, are required to complete the registration process by furnishing accurate and current information as prompted by the applicable registration form, including, but not limited to, your name, email address, and a secure password.

3.2 You, the Customer, hereby accept the responsibility for preserving the confidentiality of your account information and the Naurt Key. You acknowledge and agree that you are exclusively accountable for any and all actions and activities that transpire under your account or associated with your Naurt Key.

3.3 You, the Customer, pledge to promptly inform Naurt of any suspected unauthorised use of your account, Naurt Key, or any other potential security breach. In instances of unauthorised usage of your account or Naurt Key that occur due to failure to maintain confidentiality, Naurt retains the right to bill you for such usage.

Account Misuse

3.4 Any failure to maintain the security of your account or Naurt Key may result in unauthorised use, for which you will be held liable. Naurt is not responsible for any losses you incur due to such unauthorised usage, and you hereby agree to cover any costs or charges that may arise as a result.

Indemnity

3.5 You agree to indemnify and hold Naurt harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees) made against Naurt by any third party due to, or arising out of, or in connection with your use of the Services, the SDKs, or any activities conducted through your account.

Grant of License and Service Provision

4.1 Naurt offers Software Development Kits (SDKs), including but not limited to the Location Manager SDK for enhanced location tracking and the Lite SDK for aiding in the identification of optimal parking locations and building entrances. These SDKs are part of the services aimed at improving location tracking and geocoding solutions.

4.2 Provided that you, the Customer, adhere to the stipulations of this Agreement and remit the appropriate Charges, Naurt grants you a non-exclusive, non-transferable licence to use the Services and Content. Use of the Services and Content should be strictly for lawful purposes.

4.3 Depending on the specific package chosen by you, the Customer, you may access varying levels of support and features. Detailed information about available Services can be found on our Platform's 'pricing' page. By choosing a particular package, you agree to abide by the terms and conditions associated with that package.

Intellectual Property

5.1 Intellectual Property Rights: The Customer acknowledges that all intellectual property rights in and related to Naurt and Naurt's services, including any updates, enhancements, modifications, or additions, are owned by Naurt or its licensors. The Customer is granted a non-exclusive, non-transferable, revocable licence to use the services according to the terms of this agreement. This licence does not grant the Customer the right to sublicense, sell, or otherwise exploit Naurt's services for commercial gain beyond the scope permitted herein.

5.2 Naurt reserves the right to use the Customer’s name and the general description of the Customer's usage of Naurt's Services for case studies or as part of marketing, public relations, and sales materials. Customers may request in writing for Naurt to cease using their information for these purposes.

The use of the SDKs and Services does not confer any rights or licences to any Naurt intellectual property rights, other than the limited licence expressly granted in these Terms. Customers must adhere to all intellectual property laws and respect Naurt's ownership of its intellectual property. Any violation of Naurt's intellectual property rights may result in legal action.

5.3 You may not use the intellectual property of Naurt, trademarks, logos, and other Naurt identifying materials as part of your operations for commercial or non-commerical purposes without approval from Naurt.

5.4 Naurt’s agreement to custom feature request, development or any personalised work does not imply your ownership of those features, development or other work. These aforementioned custom feature requests, development or personalised work will be under a perpetual license and are subject to the other terms in this agreement.

5.5 Independent Development: Naurt reserves the right to develop, acquire, licence, market, promote, or distribute products, software, or technologies that are similar to, compete with, or otherwise related to those provided by The Customer under this agreement. Such activities shall not constitute a breach of this agreement, provided they are developed independently without reliance on The Customer's confidential information.

Permitted Usage and Restrictions

6.1 You, the Customer, are granted the right to use Naurt's Services solely for purposes that are legal. Any use of the Services for unlawful purposes is strictly prohibited.

6.2 Unless expressly authorised in writing by Naurt, you, the Customer, are not allowed to resell, reverse engineer, or replicate any segment and/or data output of Naurt's Services. Any such unauthorised usage constitutes a violation of these Terms and may result in immediate termination of this Agreement.

6.3 It is prohibited for Customers to use Naurt's Services in a way that may cause damage, disablement, overburdening, or impairment of the Services or interfere with any other party's use and enjoyment of the Services. Such acts may lead to legal consequences.

6.4 In the event of a Customer using Naurt's Services in an unlawful or harmful manner, the Customer will be solely responsible and liable for such use. Naurt reserves the right to take legal action against any such misuse and to seek compensation for any damages incurred.

These terms serve to protect both Naurt and our Customers and to ensure that our Services are used in a responsible and ethical manner. By using our Services, you agree to comply with these usage terms and any additional terms that may be imposed by Naurt in the future.

6.5 You must not pre-fetch, index, store, or cache any Content except under the limited conditions stated in the terms.

Data Collection and Usage

7.1 As an integral part of delivering its Services, Naurt collects and post-processes location data generated via the deployment of its SDKs. Such data collection is instrumental for conducting analyses and implementing service enhancements.

7.2 Naurt maintains the right to utilise data gathered and/or created as part of its Services for any commercial or non-commercial purposes it deems appropriate. This may encompass, but is not limited to, the creation of new products, services, as well as the development of marketing and sales collateral.

7.3. For Customers subscribed to non-enterprise packages, Naurt reserves the right to incorporate the collected location data into a shared location database for commercial purposes.

However, if a Customer is subscribed to the Enterprise package, Naurt retains the option to either use the collected location data in a shared location database for commercial use or to store this data privately for the exclusive use of the Customer, which may incur additional charges.

Privacy Commitment

8.1 Naurt is firmly committed to upholding the privacy and confidentiality of Customer data. We adhere to robust data protection standards and ensure the appropriate handling and use of your data. All data collected are stored in an encrypted database, and access to this information is restricted to authorised personnel only. We implement industry-standard security measures to protect your data against unauthorised access, alteration, disclosure, or destruction.

8.2 When using the Naurt services, there are opportunities for you to store arbitrary data. Any arbitrary data stored is under the responsibility of you to ensure that it is compliant with relevant data privacy legislation and lawful in every way. If Naurt becomes aware of data that breaks relevant data privacy legislation, then Naurt retains the right to remove the data and/or discontinue services. Naurt accepts no responsibility, legal or otherwise, for arbitrary data storage.
By continuing to use the Services, you acknowledge and agree to the data collection, use, and post-processing practices as outlined in these Terms and in the Naurt Privacy Policy.

8.3 Definition of Confidential Information: For the purposes of these Terms, "Confidential Information" refers to all non-public data, information, and other materials provided by Naurt or the Customer that is marked or otherwise designated as confidential or that, under the circumstances surrounding the disclosure, ought to be treated as confidential. This includes, but is not limited to, trade secrets, technology, business plans, and customer data.

8.4 Protection and Non-Disclosure: Both Naurt and the Customer agree to hold each other's Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties or to use such Confidential Information for any purpose except as expressly permitted herein. Both parties agree to take all reasonable steps, at least substantially equivalent to the steps they take to protect their own proprietary information, to prevent the unauthorised duplication or disclosure of the Confidential Information.

8.5 Exclusions: Confidential Information does not include information that: a. Is or becomes publicly known through no wrongful act of the receiving party; b. Was in the receiving party's lawful possession prior to the disclosure without any confidentiality obligations; c. Is independently developed by the receiving party without breach of this Agreement; d. Is lawfully received from a third party without any duty of confidentiality; or e. Must be disclosed under a legal obligation, but only to the extent required by such obligation.

8.6 Return or Destruction of Confidential Information: Upon termination of these Terms or upon Naurt's request, the Customer shall promptly return or, if instructed by Naurt, destroy all copies of Naurt’s Confidential Information. Similarly, upon termination of these Terms or upon the Customer's request, Naurt shall promptly return or, if instructed by the Customer, destroy all copies of the Customer’s Confidential Information.

8.7 Survival: The obligations set forth in this Confidentiality section shall survive the termination or expiration of these Terms for a period of five (5) years.

8.8 Remedies: Both Naurt and the Customer agree that any violation or threatened violation of this Confidentiality section may cause irreparable harm, entitling the injured party to seek injunctive relief in addition to any other remedies available at law or in equity.

Benchmarking and Public Disclosure Clause

8.9 Benchmarking Restrictions:

a. Prohibition on Benchmarking: The Customer agrees not to engage in any form of benchmarking, performance analysis, or comparative study ("Benchmarking") of Naurt's Services against other products or services without the express written consent of Naurt.

b. Confidentiality of Results: In the event that Naurt grants permission for Benchmarking, all results, data, and information derived from such Benchmarking shall be considered Confidential Information under these Terms and subject to all confidentiality obligations herein.

c. Restrictions on Publication: Any intention to publish or publicly disclose the results of Benchmarking must be notified to Naurt in advance, and such publication or disclosure can only proceed with Naurt's express written consent. Unauthorised publication or disclosure will be subject to immediate legal action and may result in the termination of Services and other legal remedies.

d. Removal of Unauthorised Disclosures: If Benchmarking results are published or disclosed without Naurt's consent, the Customer is required to take all necessary steps to remove such information from the public domain and inform Naurt of such removal promptly.

e. Rights to Review and Veto: Naurt reserves the right to review any Benchmarking results, publications, or disclosures before their release and may veto any proposed publication or disclosure at its sole discretion.

f. Compliance with Terms: The Customer acknowledges that any activities related to Benchmarking of Naurt's Services must comply with all other terms and conditions outlined in this agreement, including but not limited to, the use of Naurt's Services, intellectual property rights, and indemnification obligations.

g. Requirement for Updated Benchmarking Approval: Should the Customer wish to update previously published Benchmarking results, such updates must be communicated to Naurt for review and obtain express written consent before republishing. This ensures that all disseminated information remains accurate and in compliance with Naurt's standards and policies.

Location Data Use and Retention Clause

9.1 Location Data Restrictions:

a. Prohibition on Unauthorised Data Storage: The Customer is strictly prohibited from storing, keeping, or otherwise retaining any location data obtained from Naurt's Services, including but not limited to, parking spots, building entrances, or any other data derived from Naurt's API, except as explicitly permitted herein.

b. Restriction on Data Derivation and Usage: Creating new data based on information obtained from Naurt's Services or using Naurt's location data for any unauthorised purpose is expressly forbidden. This includes any form of data replication, transformation, or integration into other datasets without Naurt's prior written consent.

c. Permitted Use of Naurt's Location Manager SDK: Customers may use Naurt's Location Manager SDK solely for storing the Naurt flags and latitude-longitude coordinates that provide real-time location of the user. No other data derived from Naurt's Services may be stored or used beyond this scope.

d. Consequences of Unauthorised Use: Any unauthorised storage, use, or dissemination of location data will result in immediate termination of the Customer's account and may lead to legal action for data theft, including claims for damages and injunctive relief.

e. Compliance and Enforcement: Naurt reserves the right to monitor compliance with these restrictions and to enforce its rights to the fullest extent permitted by law, including but not limited to, conducting audits and requiring the deletion of unauthorised data.

Payment Procedures

9.2 You, the Customer, have the option to select from a variety of packages, each offering different features and levels of support. All payments for these packages are transacted through Stripe, a trusted payment platform. Naurt reserves the right to switch to a new payment processing method in future.

The Customer agrees to adhere to the fees, payment schedules, and financial obligations as specified in their service subscription agreement, including any changes to fees communicated by Naurt. Payment obligations are non-cancellable, and fees paid are non-refundable, except as explicitly provided in this agreement. The details regarding fees for additional services or products shall be specified in separate agreements or product-specific terms.

9.3 Packages are subject to a monthly renewal cycle, and you, the Customer, have the flexibility to upgrade or downgrade your package at any time. Any payments made for the ongoing billing cycle will be proportionately adjusted and credited towards the new package.

9.4 You, the Customer, reserve the right to cancel your subscription at any point in time. Upon cancellation, you will retain access to Naurt's Services until the conclusion of the current billing period.

9.5 Non-Refundable Monthly Plans:

Cancellation Policy: Customers subscribed to our monthly plans should be aware that these subscriptions are non-refundable. If you decide to cancel your monthly plan, please note that your cancellation will take effect at the end of your current billing cycle.
Access Until End of Billing Cycle: Upon cancellation of your monthly subscription, you will continue to have access to Naurt’s Services until the end of the current billing period. No pro-rata refunds will be provided for any remaining days in the billing cycle post-cancellation.
Acknowledgment of Policy: By subscribing to a monthly plan, you acknowledge and agree to this non-refundable policy. It is your responsibility to understand this policy upon the initiation of your subscription and when deciding to cancel your subscription.
Queries: For any further inquiries or clarifications regarding our refund policy on monthly plans, please contact us at support@naurt.com.

9.6 Non-Refundable Yearly Plans:

Upfront Payment and Non-Refundability: When you opt for a yearly subscription plan, the payment for the entire year is made upfront. Please be aware that this payment is non-refundable. We encourage customers to review their requirements and the features of the plan carefully before committing to a yearly subscription.
No Cancellation Refunds: In the event that you decide to cancel your yearly plan, please note that we do not offer refunds for the unused portion of the year. Your access to Naurt’s Services will continue until the end of your current yearly billing cycle.
Acknowledgment of Policy: By subscribing to a yearly plan, you acknowledge and agree to this non-refundable policy. It is important that you understand this policy before initiating your subscription and in the event of deciding to cancel your subscription.
Queries and Clarifications: Should you have any questions or require further clarification regarding our refund policy for yearly plans, please feel free to reach out to us at support@naurt.com.

Please note that all payments are subject to the terms of this Agreement. By making a payment, you confirm your understanding and acceptance of these terms. Any queries or disputes related to billing should be directed to Naurt's customer support.

Data Resale and Usage Restriction Clause

10.1 Prohibition on Resale and Unauthorised Use:

a. Resale Restrictions: The Customer shall not resell, distribute, or otherwise make available any data obtained from Naurt's Services, including but not limited to location data, analytics, or any derived information, to any third party without Naurt's express written consent.

b. Obligations Upon Service Termination: Upon termination of the account, whether by cessation, suspension, or downgrade to a free plan, the Customer is required to delete all data previously obtained from Naurt's Services. This includes data stored in any form or used as a basis for any created data products.

c. Restrictions on Data Use: The Customer is prohibited from storing, creating derivative data from, leveraging, or using Naurt's data in any manner not expressly authorised by these Terms and Conditions.

d. Enforcement and Remedies: Violation of these terms will result in immediate termination of service and may lead to legal action, including but not limited to damages and injunctive relief, for unauthorised use and resale of Naurt's data.

WARRANTIES AND LIABILITY

11.1 Naurt warrants and represents to customer that:

it has full power and authority to enter into and perform this Agreement;

by entering this Agreement, it is not in breach of any obligations to any third party;

it shall carry out its obligations hereunder with reasonable care and skill and in accordance with generally-recognised commercial practices and standards;

Naurt shall comply with applicable law;

the Software and Services, used in accordance with the terms of this Agreement, shall not infringe or misappropriate any third-party Intellectual Property Rights; and

it owns or controls all Intellectual Property Rights in the Software.

11.2 customer hereby warrants and represents to Naurt that:

it has full power and authority to enter into and perform this Agreement;

by entering this Agreement, it is not in breach of any of its ongoing express or implied obligations to any third party;

all information provided by customer to Naurt is and shall be complete and accurate at all times;

customer shall comply with applicable law at all times;

customer shall not use or attempt to use or access the Service or any part of the Service other than in accordance with the terms of the license granted hereunder;

customer will not (and will not attempt to) reverse-engineer, decompile, disassemble, modify or otherwise circumvent the technology or any part of the Service;

customer will not provide login details or other information to any third party or otherwise assist or permit any unauthorised access to the Service;

customer shall act in good faith at all times in dealing with Naurt and in carrying out its obligations hereunder and shall comply with all applicable law in all dealings hereunder;

customer shall not represent itself as an agent of Naurt for any purpose nor pledge Naurt’s credit or give any condition or warranty or make any representation on Naurt's behalf or commit Naurt to any contracts;

customer shall (during the Term and for twelve months thereafter) refrain from launching any similar channels or offers through any competitor platforms; and

customer shall use the Service solely for the purposes noted hereunder (or via the Dashboard).

customer shall on reasonable request provide feedback to Naurt on the operation and performance of the Service.

The Customer acknowledges and agrees that the Service includes provision of a large amount of information and data, the selection of which may be continuously updated, rearranged and modified by Naurt throughout the Term without further notice. Naurt makes no representation or warranty about the provision or availability or accuracy at any particular time of any specific items of data or information and Naurt reserves the right to remove or cease provision or availability of any specific information or data at any time without liability to you.

11.3 Disclaimer of Warranties: Naurt provides its services and products 'as is' and 'as available,' without any warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Customer acknowledges that use of Naurt's services is at their sole risk and discretion. No advice or information, whether oral or written, obtained by the Customer from Naurt or through the services shall create any warranty not expressly made herein.

Without limiting the foregoing, Naurt makes no warranty that: (a) the service will meet customer’s requirements; (b) the service will be uninterrupted, timely, secure, or error-free; (c) the results obtained from the use of the service will be accurate, complete, reliable or effective; (d) the service will be free from loss, corruption, attack, viruses, interference, hacking or other security intrusion; or (e) the quality of any content or services obtained by customer from the site, from Naurt, or from any third parties' websites to which the site is linked, will meet customer’s expectations or be free from mistakes, errors or defects (and naurt disclaims any liability relating to any of the forgoing). the use of the service is at customer’s own risk and with customer’s agreement that customer will be solely responsible for any loss or damage that results from such activities

11.4 Except as expressly provided herein, Naurt makes no warranties, conditions, guarantees or representations with respect to the subject matter hereof, including as to merchantability, satisfactory quality, fitness for a particular purpose, or other warranties, whether express or implied, in law or in fact, oral or in writing. The Customer hereby acknowledges that it has not relied upon any warranty made by Naurt except as specifically set forth in this Agreement.

11.5 Neither party shall be liable to the other party for any indirect, incidental, consequential, punitive or special damages arising out of or related to this Agreement including, without limitation, damages for loss of business or profits, business interruption or loss of business information or data, even if such party has been advised of the possibility of such damages. In no event shall Naurt have any liability to customer under this Agreement with respect to any claim which is based on, or to damages arising in relation to, the use of the Service by any End User or Recipient. The aggregate liability of Naurt to customer under or in connection with this Agreement (whether in contract, tort or howsoever arising) shall not exceed the amounts actually received by Naurt from customer as Charges hereunder in the twelve-month period prior to the time the cause of action arises. Without limitation to the above, Naurt shall not be liable to customer for any loss or damage which customer could have avoided by: (i) having in place reasonable or standard virus-protection, back-up or other measures commonly adopted by similar users of IT systems; or (ii) following Naurt’s advice or applying an update to the Service that Naurt has offered; or (iii) correctly following implementation instructions or having in place any minimum system requirements advised by Naurt. Notwithstanding anything herein to the contrary, the limitations set forth in this Section shall not apply to either party’s indemnification obligations or a breach of either party’s confidentiality obligations.

11.6 Each party shall indemnify and hold the other party (and its respective officers, directors, employees and representatives) harmless from and against any and all third-party claims arising from liabilities, damages, awards, settlements, losses, claims and expenses, including reasonable legal fees, relating to or arising out of a breach by the indemnifying party of any of its representations, warranties, covenants and obligations hereunder.

Trial Data Usage and Obligations:

12.1 Scope of Data Use: The Customer is authorised to use sample data provided by Naurt, including but not limited to data from the Services or any data Naurt provides in an ad hoc manner, for example, as data files, for purposes such as pilot programs, reviews, analyses, or any similar activities, solely within the agreed timeframe, typically not exceeding three weeks, unless otherwise specified.

12.2 Obligation for Data Destruction: Upon the conclusion of the specified period for testing, pilot, review, or analysis, The Customer must ensure that all provided data, along with any derivatives or copies made thereof, are completely deleted, removed, and destroyed.

12.3 Restrictions on Data Handling: The creation of new data based on the provided samples or distribution of Naurt's data outside The Customer's own organisation is strictly prohibited. This includes forbidding any sharing of the data with third parties not directly involved in the agreed-upon activities.

12.4 Certification of Compliance: The Customer is required to formally certify to Naurt that all received data and any data generated from it have been fully eradicated, with no copies remaining in any form or medium.

Termination Rights

13.1 Naurt retains the right to terminate a Customer's access to the Services in the event of a violation of these Terms or in instances of unauthorised or unlawful use of the Services.

Consequences of Termination

13.2 In the case of such termination, you, the Customer, will lose access to Naurt's Services. However, you may still be held responsible for any unpaid amounts or outstanding balances related to the use of Services prior to termination. No refunds will be provided for termination of access to Naurt’s Services.

Naurt's decision to terminate a Customer's access is final and binding. Naurt reserves the right to pursue legal action in the event of a breach of these Terms or illegal use of the Services. By using Naurt's Services, you agree to adhere to these Terms, and any breach may result in termination and potential legal consequences.

Limitation of Liability

12.1 Notwithstanding anything to the contrary in this agreement, Naurt shall not be liable to the Customer for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, use, goodwill, or other intangible losses, arising out of or related to this agreement, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if Naurt has been advised of the possibility of such damages

By agreeing to these Terms, you acknowledge and accept that Naurt's total liability under any circumstances will not exceed the amount you have paid to Naurt in the three (3) months preceding the event giving rise to the liability. Furthermore, you accept that Naurt is not liable for circumstances beyond its control, including but not limited to, acts of God, governmental actions, or any other force majeure events.

Governing Law and Jurisdiction

13.1 These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any disputes or claims that may arise out of or in connection with these Terms.

Changes to Terms

14.1 Naurt reserves the right to update the Terms and Conditions within this document, and also any other legal documents, including but not limited to the cookies policy and privacy policy.

Contact Details

15.1 Should you have any queries or require further clarification regarding these Terms, please do not hesitate to reach out to Naurt at support@naurt.com.