Wherever used in this Broadcast TOU with the first letter capitalized, these terms have the following defined meanings:
"Access Credentials" means the unique credentials provided to Company by Microsoft for use with the Services.
"Asset" means one of any of the following classes: vehicle, device or other mobile object.
"Bing Maps Auto Suggest API" means the API that returns information such as place name or address based on partial text string input in order to automatically complete user queries.
"Bing Maps Distance Matrix API" means the API that enables developers to generate and calculate travel time and distance information between various origin and destination locations, but without the routing details.
"Bing Maps Isochrone API" means the API that calculates the geographical area that can be reached for a given travel time or distance. The result is a time or distance based geographical polygon based on routable networks for driving, walking, and public transit.
"Bing Maps Platform APIs" mean collectively the following APIs: Bing Maps Auto Suggest API, Bing Maps Distance Matrix API, Bing Maps Isochrone API, Bing Maps Web Control API, Bing Maps REST Services API, Bing Maps Windows Presentation Foundation Control API, Bing Maps Location Recognition API, Bing Maps Snap to Road API, Bing Maps Truck Routing 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.
"Bing Maps Location Recognition API" means the API that, following an input of coordinates, returns business listing info, points of interest data and address associated with such coordinates.
"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 Broadcast Applications, as described in greater detail in the SDKs.
"Bing Maps Snap to Road API" means the API that takes a list of longitudes and latitudes and returns a list of objects containing longitude, latitude, speed limit, and street names that forms a route snapped to the roads on the map. Users can request that the points be interpolated, resulting in a path that smoothly follows the geometry of the road.
"Bing Maps Truck Routing API" means the API that gets a truck driving route by specifying a series of geographical location defined by longitude and latitude that is used for navigational purposes. The route includes information such as route instructions, travel duration, travel distance. The API takes into consideration specific requirements for trucks and larger vehicles, e.g. avoiding low bridges, sharp turns, steep gradients, or following restrictions and permits for hazardous material.
"Bing Maps Web Control API" means the Bing Maps Java Script API that enables developers to create Web sites and mobile Broadcast Applications with imagery and location functionality into Broadcast Applications, as described in greater detail in the SDKs. The Bing Maps Web Control API was previously known as the Bing Maps AJAX Control.
"Bing Maps for Windows Store Apps API" means the programmable control that enables developers to create immersive Windows Store Apps Company Applications for Windows offered through the Windows Store, as described in greater detail in the SDKs.
"Bing Maps Windows Presentation Foundation Control API" means the programmable control that enables developers to integrate Bing Maps into Broadcast Applications that use Windows Presentation Foundation, as described in greater detail in the SDKs.
"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 Broadcast Applications, as described in greater detail in the SDKs.
"Broadcast Application" means the Company’s software application(s) that use the Services for broadcast use.
"Content" means the Road Maps; Imagery and other data and third party content that Company is authorized to access via the Services.
"Imagery" means the Content provided through the Services of type "Aerial" and "Hybrid" that Company is authorized to access via the Services.
"Road Maps" means the Content provided through the Services of type "Road Map" that Company is authorized to access via the Services.
"SDKs" means the software development kits applicable to the Services, located here, including all updated and replacement development kits.
"Services" means the Bing Maps Platform APIs to be provided by Microsoft.
"Traffic Data" means road traffic data contained in the Services.
3. Broadcast, Media and Entertainment Use:
4. Content Attribution Requirements: The following content provider attribution must be adhered to:
- You must display the Bing logo with the service at all time.
- You must not obscure, crop or cover any part of the logo.
- You must not modify the color or font of the logo.
- You must size the logo so that a majority of your viewers will be able to read it.
- You must display the copyright strings of our content providers with the service at all times.
- You may place the logo wherever you like, provided it is clearly associated with the Services.
- You may not remove any search box, portion of the results, or advertisement.
5. General Terms for use of the Services under the Broadcast TOU.
5.1 General Restrictions. In using the Services and developing Broadcast 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"). We do have some restrictions on your use of the Services. In developing Broadcast 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 Broadcast Application, any content:
- for which you do not have all necessary permissions from the copyright holder(s);
- which includes nudity or is obscene, indecent or pornographic;
- 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, 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 as set forth in Section 3.1 and geocodes may be stored locally only for use with your Broadcast Applications.
- (c) Exceed 125,000 cumulative billable transactions (which will be free of charge) as defined in the SDKs, per calendar year or 5 queries per second, calculated as the sum of client-side and server-side queries. Nor may you exceed a total of 5 batch geocoding or file uploads with a maximum of 50 records each, using the Bing Spatial Data Services API, within any 24 hour period.
- (d) Use geocodes other than in conjunction with a Bing Map or your Broadcast Application that integrates the Services.
- (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) 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.
- (g) Use, distribute or broadcast the Traffic Data from the Services.
- (h) Use the Services in a way that harms us or our affiliates or suppliers.
- (i) Transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products, services or materials.
- (j) 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.
- (k) 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.
- (l) Syndicate, redistribute, resell or sublicense access to the Services or Content on a standalone basis.
- (m) Falsify or alter any unique referral identifier in, or assigned to, a Broadcast Application, or otherwise obscure or alter the source of queries coming from a Broadcast Application.
- (n) 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") unless specifically supported through the SDKs.
- (o) Reverse engineer, decompile or disassemble the Services, except and only to the extent that applicable law expressly permits, despite this limitation.
- (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 Broadcast 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 Broadcast TOU.
- (q) Use the Services for internal use on a private network except to support the Broadcast Applications.
- (r) Use bird’s eye aerial imagery. 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.
5.2 Account Access. We require use of Access Credentials and a broadcast key, 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.
5.3 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 Microsoft Online Privacy Statement, a current copy of which is available at http://privacy.microsoft.com.
5.4 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 Broadcast 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.
5.5 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 Broadcast 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.
5.6 We Make No Warranty. We 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. Microsoft makes no warranty that the Services will operate properly as integrated with the Broadcast Applications, that the Services will be uninterrupted, or that any Content will be accurate or complete. Microsoft specifically disclaims any liability for end users’ reliance on the Services. Without limiting the foregoing, Microsoft shall have no liability for harm to end users resulting from reliance on any map or direction provided hereunder.
5.7 Liability Limitation. You can recover from Microsoft only direct damages up to an amount equal to fees you have paid to us 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 Broadcast TOU even if advised of the possibility of such damages or if the possibility was reasonably foreseeable.
5.8 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 Broadcast 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 Broadcast TOU.
5.9 General Legal Terms.
- (a) How We May Change the Contract. We may update the Broadcast TOU from time to time. If we change this Broadcast TOU, then we will provide notice as provided in Section 5.9(g). If you do not agree to these changes, then you must stop using the Services. If you do not stop using the Services, then your use of the Services will continue under the changed Broadcast TOU. In the future we may choose to charge for use of the Services under the Broadcast TOU, or change the requirements for use free of charge. If we choose to change the fee requirements for the Services, Microsoft will provide notice of such terms via email as provided in Section 8.11(g), and you may elect to stop using the Services rather than incurring fees.
- (b) Term. This Broadcast TOU will become effective on your first use of the Services. This Broadcast TOU may be terminated immediately for any reason and without notice by Microsoft. If this Broadcast TOU terminates, all rights granted to you by this Broadcast TOU will automatically terminate and you will cease to have any rights to use the Services.
- (c) Force Majeure. Microsoft and Company will not be in default of this Broadcast TOU if performance is delayed or prevented for reasons beyond its control, so long as it resumes performance as soon as practical.
- (d) Survival. Sections 1-5 will survive the termination or expiration of this Broadcast TOU for any reason.
- (e) Assignment. We may assign the Broadcast TOU, in whole or in part, at any time with notice to you.
- (f) Enforceability and Interpreting the Broadcast TOU. All parts of this Broadcast TOU apply to the maximum extent permitted by law. If any provision of the Broadcast 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 Broadcast TOU will remain in place. This Broadcast TOU constitutes the entire agreement between you and us regarding your use of the Services.
- (g) Notices; Consent Regarding Electronic Information. This Broadcast 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 legal notices and that which may be required by law, which we may send in electronic form. You are responsible for keeping your contact information up to date. We may provide required information to you:
- at the e-mail address you specified when you signed up for the Services 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 Broadcast TOU or to another Microsoft web site that will be designated in advance for this purpose.
- (h) Claim Must Be Filed Within One Year. Any claim related to this Broadcast TOU or the Services may not be brought unless brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed within the one-year period, then that claim is permanently barred. This applies to both parties.
- (i) Choice of Law and Location for Resolving Disputes. If you are headquartered anywhere other than Europe, Washington State law governs the interpretation of this Broadcast TOU and applies to claims for breach, regardless of conflict of laws principles. 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 this Broadcast TOU. If you are headquartered in Europe, the Broadcast 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 Broadcast TOU the prevailing party will be entitled to recover reasonable attorneys' fees and costs.
- (j) No Third Party Beneficiaries. This Broadcast TOU is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.
- (k) No Joint Venture/Independent Development. The parties are operating as independent contractors, and nothing in this Broadcast TOU will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.
- (l) 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.
- (m) 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.