Terms of Use

Kingwaytek Maps Platform License Agreement

This Kingwaytek Maps Platform License Agreement (the "Agreement") is made and entered into between Kingwaytek (as defined in Section 17 (Definitions) and the entity or person agreeing to these terms ("Customer").

This Agreement is effective as of the date Customer clicks to accept the Agreement (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (a) you have full legal authority to bind Customer to this Agreement; (b) you have read and understand this Agreement; and (c) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer's access to and use of the Services.

1. Provision of the Services.

1.1 Use of the Services in Customer Applications.  Kingwaytek will provide the Services to Customer in accordance with the Agreement, and Customer may use the Services in Customer Application(s) in accordance with Section 3 (License).

1.2 Admin Console; Product; API Keys. Customer will administer the Services through the online Admin Console. To access the Services, Customer must subscribe to the Product and use its API key(s) in accordance with the Documentation.

1.3 Accounts. Customer must have an Account. Customer is responsible for: (a) the information it 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 New Features and Services. Kingwaytek 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). Customer’s use of new features or functionality may be contingent on Customer’s agreement to additional terms applicable to the new feature or functionality.

1.5 Modifications.

1.5.1 To the Services. Subject to Section 9 (Deprecation Policy), Kingwaytek may make changes to the Services, which may include adding, updating, or discontinuing any Services or portion or feature(s) of the Services. Kingwaytek will notify Customer of any Significant Backwards Incompatible Change to the Services.

1.5.2. To the Agreement. Kingwaytek may make changes to the Agreement, including pricing and any linked documents. Unless otherwise noted by Kingwaytek, material changes to the Agreement will become effective 30 days after notice is given, except (a) materially adverse SLA changes will become effective 90 days after notice is given; and (b) changes applicable to new Services or functionality, or required by a court order or applicable law, will be effective immediately. Kingwaytek will provide notice for materially adverse changes to any SLAs by: (i) sending an email to the Notification Email Address; or (ii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, Customer should stop using the Services. Kingwaytek will post any modification to this Agreement to the Terms URL.

2. Payment Terms.

2.1 Online Billing. At the end of the applicable Fee Accrual Period, Kingwaytek will issue an electronic bill to Customer for all charges accrued above the Fee Threshold based on Customer’s use of the Services during the previous Fee Accrual Period. For use above the Fee Threshold, Customer will be responsible for all Fees up to the amount set in the Account and will pay all Fees in the currency set forth in the invoice. If Customer elects to pay by invoice, all Fees are due as stated in the invoice. Customer’s obligation to pay all Fees is non-cancellable. Kingwaytek's measurement of Customer’s use of the Services is final. Kingwaytek has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by Kingwaytek.

2.2 Taxes.

2.2.1 Customer is responsible for any Taxes, and Customer will pay Kingwaytek for the Services without any reduction for Taxes. If Kingwaytek is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Kingwaytek with a timely and valid tax exemption certificate authorized by the appropriate taxing authority.

2.2.2 If required under applicable law, Customer will provide Kingwaytek with applicable tax identification information that Kingwaytek may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Kingwaytek for) any taxes, interest, penalties or fines arising out of any mis-declaration by the Customer.

2.3 Invoice Disputes & Refunds. Any invoice disputes must be submitted before the payment due date. If Kingwaytek determines that Fees were incorrectly invoiced, then Kingwaytek will issue a credit equal to the agreed amount. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within 60 days after charged (this does not affect any Customer rights with its credit card issuer). Nothing in the Agreement obligates Kingwaytek to extend credit to any party.

2.4 Delinquent Payments; Suspension. If Customer’s payment is overdue, then Kingwaytek may (a) charge interest on overdue amounts at 0.7% per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full, and (b) Suspend the Services or terminate the Agreement. Customer will reimburse Kingwaytek for all reasonable expenses (including attorneys’ fees) incurred by Kingwaytek in collecting overdue payments except where such payments are due to Kingwaytek’s billing inaccuracies.

2.5 No Purchase Order Number Required. Kingwaytek is not required to provide a purchase order number on Kingwaytek’s invoice (or otherwise).

3. License.

3.1 License Grant. Subject to the Agreement's terms, during the Term, Licensor grants to Customer and its Affiliate(“Customer”) a non-exclusive, non-transferable, non-sublicensable, license to use the Services in Customer Application(s). The “Affiliate” as used in this article shall mean any legal entity (such as a corporation, partnership, or limited liability company) that controls or is controlled by or under common control with the referenced Party. For the purposes of this definition, the term “control” means (i) beneficial ownership of more than fifty percent (50%) of the voting securities of a corporation or other business organization with voting securities or (ii) more than a fifty percent (50%) interest in the net assets or profits of a partnership or other business organization without voting securities. 

3.2 License Requirements and Restrictions. The following are conditions of the license granted in Section 3.1 (License Grant). In this Section 3.2 (License Requirements and Restrictions), the phrase “Customer will not” means “Customer will not, and will not permit a third party to”.

3.2.1 General Restrictions. 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, sublicense, transfer, or distribute the Services; or (d) access or use the Services: (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees.

3.2.2 Requirements for Using the Services.

(a) Terms of Service and Privacy Policy.

(i) The Customer Application’s terms of service will notify users that the Customer Application includes Kingwaytek Maps features and content.

(ii) If the Customer Application allows users to include the Kingwaytek Maps Core Services in Downstream Products, then Customer will contractually require that all Downstream Products’ terms of service satisfy the same notice and flow-down requirements that apply to the Customer Application under Section 3.2.2 (a) (i) (Terms of Service and Privacy Policy).

(iii) If users of the Customer Application (and Downstream Products, if any) fail to comply with the applicable terms of the Kingwaytek Maps Terms of Service, then Customer will take appropriate enforcement action, including Suspending or terminating those users’ use of Kingwaytek Maps features and content in the Customer Application or Downstream Products.

(b) Attribution.  Customer will display all attribution that (i) Kingwaytek provides through the Services (including branding, logos, and copyright and trademark notices); or (ii) is specified in the Maps Service Specific Terms. Customer will not modify, obscure, or delete such attribution.

(c) Review of Customer Applications. At Kingwaytek’s request, Customer will submit Customer Application(s) and Product(s) to Kingwaytek for review to ensure compliance with the Agreement (including the AUP).

3.2.3 Restrictions Against Misusing the Services.

(a)  No Scraping. Customer will not export, extract, or otherwise scrape Kingwaytek Maps Content for use outside the Services. For example, Customer will not: (i) pre-fetch, index, store, reshare, or rehost Kingwaytek Maps Content outside the services; (ii) bulk download Kingwaytek Maps tiles, geocodes, directions, distance matrix results, roads information, places information, and time zone details; (iii) copy and save business names, addresses; or (iv) use Kingwaytek Maps Content with text-to-speech services.

(b) No Caching. Customer will not cache Kingwaytek Maps Content except as expressly permitted under the Maps Service Specific Terms.

(c) No Creating Content From Kingwaytek Maps Content. Customer will not create content based on Kingwaytek Maps Content. For example, Customer will not: (i) trace or digitize roadways, building outlines, utility posts, or electrical lines from the Maps JavaScript API; (ii) create 3D building models from 45° Imagery from Maps JavaScript API;(iii) use latitude/longitude values from the Places API as an input for point-in-polygon analysis; or (iv) convert text-based driving times into synthesized speech results.

(d) No Re-Creating Kingwaytek Products or Features. 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 Kingwaytek product or service. Customer’s product or service must contain substantial, independent value and features beyond the Kingwaytek products or services. For example, Customer will not: (i) re-distribute the Kingwaytek Maps Core Services or pass them off as if they were Customer’s services; (ii) use the Kingwaytek Maps Core Services to create a substitute of the Kingwaytek Maps Core Services, Kingwaytek Maps, or Kingwaytek Maps mobile apps, or their features; (iii) use the Kingwaytek Maps Core Services in a listings or directory service or to create or augment an advertising product; (iv) combine data from the Directions API and Maps SDK for Android to create real-time navigation functionality substantially similar to the functionality provided by the Kingwaytek Maps for Android mobile app.

(e) No Circumventing Fees. Customer will not circumvent the applicable Fees. For example, Customer will not create multiple billing accounts or Products to avoid incurring Fees, prevent Kingwaytek from accurately calculating Customer’s Service usage levels, or offer access to the Services under a “time-sharing” or “service bureau” model.

(f) No Use in Embedded Vehicle Systems. Customer will not use the Kingwaytek Maps Core Services in connection with any Customer Application or device embedded in a vehicle. For example, 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.

(g) No Modifying Search Results Integrity. Customer will not modify any of the Kingwaytek Maps Core Services’ search results.

3.2.4 Benchmarking. 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 (each, a “Test”), unless the disclosure includes all information necessary for Kingwaytek or a third party to replicate the Test. If 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 Kingwaytek (or a Kingwaytek directed third party) may conduct Tests of any publicly available cloud products or services provided by Customer and publicly disclose the results of any such Test (which disclosure will include all information necessary for Customer or a third party to replicate the Test).

4. Customer Obligations.

4.1 Compliance. Customer will: (a) ensure that Customer’s and its End Users’ use of the Services complies with the Agreement; (b) prevent and terminate any unauthorized use of or access to its Account(s) or the Services; and (c) promptly notify Kingwaytek of any unauthorized use of or access to its Account(s) or the Services of which Customer becomes aware.

4.2 Documentation. Kingwaytek may provide Documentation for Customer’s use of the Services. The Documentation may specify restrictions (e.g. attribution or HTML restrictions) on how the Services may be used and Customer will comply with any such restrictions specified.

4.3 Copyright Policy. Kingwaytek provides information to help copyright holders manage their intellectual property online, but Kingwaytek cannot determine whether something is being used legally without input from the copyright holders.If Customer believes a person or entity is infringing Customer’s or End Users’ copyrights and would like to notify Kingwaytek, Customer can submit to the Email address for legal notices stated in the Information Table of this agreement.

4.4 Data Use, Protection, and Privacy.

4.4.1 End User Requirements.

(a) End User Privacy.  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 End Users’ devices.   

(b) End User Personal Data. Through the normal functioning of the Kingwaytek Maps Core Services, End Users provide personally identifiable information and Personal Data directly to Kingwaytek, subject to the then-current Kingwaytek Privacy Policy at https://kwmapdeveloper.localking.com.tw/privacy-policy. (a) However, Customer will not provide to Kingwaytek (i) any End User’s personally identifiable information; or (ii) any European End User’s Personal Data (where “European” means “European Economic Area, Switzerland, or the UK”).

(c) End User Location Privacy Requirements. To safeguard End Users’ location privacy, Customer will ensure that the Customer Application(s): (i) notify End Users in advance of (1) the type(s) of data that Customer intends to collect from the End Users or the End Users’ devices, and (2) the combination and use of End User's location with any other data provider's data; and (ii) will not obtain or cache any End User's location except with the End User's express, prior, revocable consent.

5. Suspension.

5.1 For License Restrictions Breaches. Kingwaytek may Suspend the Services without prior notice if Customer breaches Section 3.2 (License Requirements and Restrictions).

5.2 For AUP Breaches or Emergency Security Issues. Kingwaytek may also Suspend Services as described in Subsections 5.2.1 (AUP Breaches) and 5.2.2 (Emergency Suspension). 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 Breaches. If Kingwaytek becomes aware that Customer’s or any End User’s use of the Services breaches the AUP, Kingwaytek will give Customer notice of such breach by requesting that Customer correct the breach. If Customer fails to correct such breach within 24 hours, or if Kingwaytek is otherwise required by applicable law to take action, then Kingwaytek may Suspend all or part of Customer’s use of the Services.

5.2.2 Emergency Suspension. Kingwaytek may immediately Suspend Customer’s use of the Services if (a) there is an Emergency Security Issue or (b) Kingwaytek is required to Suspend such use to comply with applicable law. At Customer’s request, unless prohibited by applicable law, Kingwaytek will notify Customer of the basis for the Suspension as soon as is reasonably 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, Kingwaytek may require Customer to suspend all use of the Kingwaytek Maps Core Services in the Customer Application on 30 days’ written notice until such allegation is fully resolved. In any event, this Section 5.3 (For Alleged Third-Party Intellectual Property Rights Infringement) does not reduce Customer’s obligations under Section 14 (Indemnification).

6. Intellectual Property Rights; Feedback.

6.1 Intellectual Property Rights. Except as expressly stated in the Agreement, the Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in the Customer Application, and Kingwaytek owns all Intellectual Property Rights in the Kingwaytek Maps Core Services.In avoidance of any doubt, any data, contents, service, program, and products created, made available, collected, or derived from Customer’s Service using the Licensor Material (including user data from Customer Service) (collectively, “Customer Products”) shall be owned by Customer under any applicable intellectual property laws and treaties.

6.2 Customer Feedback. If Customer provides Kingwaytek Feedback about the Services, then Kingwaytek may use that information without obligation to Customer, and Customer irrevocably assigns to Kingwaytek all right, title, and interest in that Feedback.

7. Technical Support Services.

7.1 By Kingwaytek.  Kingwaytek will provide Technical Support Services to Customer. 

7.2 By Customer.  Customer is responsible for technical support of its Customer Applications and Projects.

8. Deprecation Policy.  

Kingwaytek will notify Customer at least 6 months before making a Significant Deprecation, unless Kingwaytek reasonably determines that: (a) Kingwaytek 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 security risk or substantial economic or technical burden.

9. Confidentiality.

9.1 Confidentiality Obligations. Subject to Section 9.2 (Required Disclosure), the recipient will use the other party’s Confidential Information only to exercise its rights and fulfill 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 are subject to confidentiality obligations at least as protective as those in this Section 9.1 (Confidentiality Obligations).

9.2 Required Disclosure.

9.2.1 Subject to Section 9.2.2, the recipient and its Affiliates may disclose the other party’s Confidential Information to the extent required by applicable Legal Process, If the recipient and its Affiliates (as applicable) use commercially reasonable efforts to: (a) promptly notify the other party of such disclosure before disclosing; and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure.

9.2.2 Sections 10.2.1(a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could: (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.

9.2.3 As between the parties, Customer is responsible for responding to all third party requests concerning its use and Customer End Users’ use of the Services.

10. Term and Termination.

10.1 Agreement Term. The Agreement is effective from the Effective Date until it is terminated in accordance with its terms (the “Term”).

10.2 Termination for Breach. Either party may terminate the 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; (b) the other party ceases its business operations; or (c) becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.  Kingwaytek may terminate Products or access to Services, if Customer meets any of the conditions in subsections (a) or (b).

10.3 Termination for Inactivity. Kingwaytek may terminate Products with 30 days' prior written notice if such Product (a) has not made any requests to the Services from any Customer Applications for more than 180 days; or (b) has not incurred any Fees for more than 180 days.

10.4 Termination for Convenience. Customer may stop using the Services at any time. Subject to any financial commitments expressly made by this Agreement, Customer may terminate the Agreement for its convenience at any time with 30 days' prior written notice. Kingwaytek may terminate the Agreement for its convenience at any time without liability to Customer.

10.5 Effects of Termination. 

10.5.1 If the Agreement terminates, then: (a) the rights and access to the Services will terminate; (b) all Fees owed by Customer to Kingwaytek are immediately due upon receipt of the final electronic bill; and (c) Customer will delete the Software and any content from the Services by the termination effective date.

10.5.2 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 9 (Confidential Information), Section 10.5 (Effects of Termination), Section 14 (Disclaimer), Section 14 (Indemnification), Section 15 (Limitation of Liability), Section 16 (Miscellaneous), and Section 17 (Definitions).

11. Publicity.

Customer may state publicly that it is a customer of the Services, consistent with the Trademark Guidelines. If Customer wants to display Kingwaytek Brand Features in connection with its use of the Services, Customer must obtain written permission from Kingwaytek through the process specified in the Trademark Guidelines. Kingwaytek may include Customer’s name or Brand Features in a list of Kingwaytek customers, online or in promotional materials. Kingwaytek may also verbally reference Customer as a customer of the Services. Neither party needs 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 insure 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.

12. 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.

13. Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KINGWAYTEK: (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. KINGWAYTEK MAPS CORE SERVICES ARE PROVIDED FOR PLANNING PURPOSES ONLY. INFORMATION FROM THE KINGWAYTEK MAPS CORE SERVICES MAY DIFFER FROM ACTUAL CONDITIONS, AND MAY NOT BE SUITABLE FOR THE CUSTOMER APPLICATION.  CUSTOMER MUST EXERCISE INDEPENDENT JUDGMENT WHEN USING THE SERVICES TO ENSURE THAT (i) KINGWAYTEK MAPS ARE SUITABLE FOR THE CUSTOMER APPLICATION; AND (ii) THE CUSTOMER APPLICATION IS SAFE FOR END USERS AND OTHER THIRD PARTIES.

14. Indemnification.

14.1 Customer Indemnification Obligations. Unless prohibited by applicable law, Customer will defend Kingwaytek 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) Customer’s or an End User’s use of the Services in violation of the AUP or in violation of the Agreement.

14.2 Kingwaytek Indemnification Obligations. Kingwaytek will defend 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 Customer Indemnified Parties' use of Kingwaytek Indemnified Materials infringes the third party's Intellectual Property Rights.

14.3 Indemnification Exclusions. Sections 14.1 (Customer Indemnification Obligations) and 14.2 (Kingwaytek Indemnification Obligations) 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 Customer Indemnified Materials or Kingwaytek Indemnified Materials (as applicable)s with materials not provided by the indemnifying party, unless the combination is required by the Agreement.

14.4 Indemnification Conditions. Sections 14.1 (Customer Indemnification Obligations) and 14.2 (Kingwaytek Indemnification Obligations) are conditioned on the following:

(a) The indemnified party must promptly notify the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 14.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 14.1 (Customer Indemnification Obligations) or 14.2 (Kingwaytek Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.

(b) The indemnified party must tender 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.

14.5 Remedies.

(a) If Kingwaytek reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Kingwaytek may, at its sole option and expense: (i) procure the right for 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 Kingwaytek does not believe the remedies in Section 14.5(a) are commercially reasonable, then Kingwaytek may Suspend or terminate Customer’s use of the impacted Services.

14.6 Sole Rights and Obligations. Without affecting either party’s termination rights, this Section 15 states the parties’ sole and exclusive remedy under the Agreement for any Allegations of Intellectual Property Rights infringement covered by this Section 14 (Indemnification).

15. Liability.

15.1 Limited Liabilities. To the extent permitted by applicable law and subject to Section 15.2 (Unlimited Liabilities), neither party and Kingwaytek’s licensors will have any Liability arising out of or relating to the Agreement for any (i) indirect, consequential, special, incidental, or punitive damages or (ii) lost revenues, profits, savings, or goodwill.

15.2 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for:

(a) its infringement of the other party’s Intellectual Property Rights

(b) its payment obligations under the Agreement; or

(c) matters for which liability cannot be excluded or limited under applicable law.

16. Miscellaneous.

16.1 Notices. All notices must be in writing and addressed: (a) in the case of Kingwaytek, to Kingwaytek’s Email address for legal notices; and (b) in the case of Customer, to the Customer’s Email address for legal notices. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

16.2 Assignment. Customer may not assign the Agreement without the written consent of Kingwaytek, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of the 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 by Customer to assign is void. Kingwaytek may assign the Agreement without the written consent of Customer by notifying Customer of the assignment.

16.3 Change of Control. If a party experiences a change of Control other than an internal restructuring or reorganization, then: (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 the Agreement any time between the change of Control and 30 days after it receives that written notice.

16.4 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.

16.5 Subcontracting. Kingwaytek may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.

16.6 No Agency. The Agreement does not create any agency, partnership or joint venture between the parties.

16.7 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

16.8 Severability. If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

16.9 No Third-Party Beneficiaries. The Agreement does not confer any benefits on any third party unless it expressly states that it does.

16.10 Equitable Relief. Nothing in the Agreement will limit either party’s ability to seek equitable relief.

16.11 Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAW OF THE REPUBLIC OF CHINA, AND  THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE TAIPEI DISTRICT COURT, TAIPEI.

16.12 Amendments. Except as stated in Section 1.5.2 (Modifications; To the Agreement),  any amendment to the Agreement must be in writing, expressly state that it is amending this Agreement, and be signed by both parties.

16.13 Entire Agreement. The Agreement states all terms agreed between the parties and supersedes any prior or contemporaneous agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in the Agreement. The Agreement includes URL links to other terms (including the URL Terms), which are incorporated by reference into the Agreement. After the Effective Date, Kingwaytek may provide an updated URL in place of any URL in the Agreement.

16.14 Conflicting Terms. If there is a conflict between the documents that make up the Agreement, then the documents will control in the following order: the Agreement and the terms at any URL. 

16.15 Conflicting Languages. If the Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.

17. Definitions.

"Account" means Customer’s Kingwaytek Account.

"Admin Console" means the online console(s) and/or tool(s) provided by Kingwaytek to 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 U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010), 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 described at: https://kwmapdeveloper.localking.com.tw/terms/aup.

"Brand Features" means each party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

"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 page or application (including all source code and features) owned or controlled by Customer, or that Customer is authorized to use.

"Customer End User" or "End User" means an individual or entity that Customer permits to use the Services or Customer Application(s).

“Customer Indemnified Materials” means the Customer Application and Customer Brand Features.

"Documentation" means the then-current Kingwaytek documentation described at https://kwmapdeveloper.localking.com.tw.

"Emergency Security Issue" means either: (a) Customer’s or Customer End Users’ use of the Services in breach of the AUP, which such use could disrupt: (i) the Services; (ii) other customers’ or their customer end users’ use of the Services; or (iii) the Kingwaytek network or servers used to provide the Services; or (b) unauthorized third party access to the Services.

"Europe" or "European" means European Economic Area, Switzerland, or the UK.

“Export Control Laws” means all applicable export and re-export control laws and regulations, including any applicable munitions- or defense-related regulations (for example, the International Traffic in Arms Regulations maintained by the U.S. Department of State).

"Fees" means the product of the amount of Services used or ordered by Customer multiplied by the Prices, plus any applicable Taxes.

"Kingwaytek Indemnified Materials" means Kingwaytek's technology used to provide the Services (excluding any open source software) and Kingwaytek's Brand Features.

"Kingwaytek Maps Content" means any content provided through the Services (whether created by Kingwaytek 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.

"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 all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

"Legal Process" means an information 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.

"Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

"Maps Service Specific Terms" means the then-current terms specific to one or more Services described at https://kwmapdeveloper.localking.com.tw/maps-service-terms.

"Personal Data" has the meaning given to it in: (a) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“EU GDPR”); or (b) the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018 (“UK GDPR”), if in force, as applicable.

"Price" The pricing table will be provided separately in the contract, and the contract terms will take precedence.

"Notification Email Address" means the email address(es) designated by Customer in the Admin Console.

"Products" means a Customer-selected grouping of Kingwaytek Maps Core Services resources for a particular Customer Application.

"Services" and "Kingwaytek Maps Core Services" means the services described at https://kwmapdeveloper.localking.com.tw/apis. The Services include the Kingwaytek Maps Content and the Software.

"Significant Backwards Incompatible Change" means a material discontinuance or material backwards incompatible change to the Kingwaytek Maps Core Services listed at  https://kwmapdeveloper.localking.com.tw/apis. Freezing software support does not constitute a Significant Backwards Incompatible Change.

"SLA" or "Service Level Agreement" means each of the then-current service level agreements at: https://kwmapdeveloper.localking.com.tw/terms/sla.

"Software" means any downloadable tools, software development kits, or other computer software provided by Kingwaytek for use as part of the Services, including updates.

"Suspend" or "Suspension " means disabling access to or use of the Services or components of the Services.

"Taxes" means any duties, customs fees, or government-imposed taxes associated with the purchase of the Services, including any related penalties or interest, except for taxes based on Kingwaytek’s net income, net worth, asset value, property value, or employment.

"Term" has the meaning stated in Section 10.1 of the Agreement.

“Terms URL” means the following URL set forth here: https://kwmapdeveloper.localking.com.tw/terms.

"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).

“URL Terms” means the following, which will control in the following order if there is a conflict:

(a) the Maps Service Specific Terms;

(b) the SLA;

(c) the AUP;