User Agreement for NextGIS Subscriptions

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING AND/OR USING NEXTGIS SUBSCRIPTIONS. BY PURCHASING AND/OR USING NEXTGIS SUBSCRIPTIONS, USER SIGNIFIES ITS ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT AND ACKNOWLEDGES IT HAS READ AND UNDERSTANDS THIS AGREEMENT. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF USER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT PURCHASE AND/OR USE NEXTGIS SUBSCRIPTIONS. This Agreement incorporates those appendices at the end of this Agreement.

This User Agreement for NextGIS Subscriptions, including all referenced appendices and documents (“User Agreement”), is between NextGIS OÜ (“Administrator”) and the purchaser or user of NextGIS Subscriptions who accepts the terms of this Agreement (“User”). The effective date of this Agreement (“Effective Date”) is the earlier of the date that User signs or accepts this Agreement, or the date that User purchases NextGIS Subscription, or the date that User starts using NextGIS Subscription.

1. Definitions

1.1. NextGIS Subscription (the “Subscription”) – a digital subscription that entitles User to use NextGIS Software or Services specified in Plans during a set period of time.

1.2. Administrator – NextGIS OÜ, incorporated under the laws of Estonia and registered at: Nelgi 31-53, Tallinn 11213 Estonia.

1.3. User – an individual of 16 years old or older, who has obtained NextGIS ID and purchases and uses the Subscription in accordance with the present User Agreement. User acting on behalf of another person (an individual or a legal entity) confirms that he/she has the authority to enter into legally binding agreements on behalf of that person. In that case the User Agreement binds both User and the person represented by User.

1.4. Plan – description and scope of NextGIS Software or Services, included in the Subscription. Administrator publishes Plans on nextgis.com and may change them at any time without any prior notification.

1.5. Dashboard – a web service available at https://my.nextgis.com and designed for creation and management of User’s account and User’s Orders.

1.6. Order – a list of Subscription parameters selected by User, including:

Subscription period;
Subscription Plan;
Subscription price.

The Order is created electronically via Dashboard, via email, or via other channels of communication with Administrator (order and payment forms, feedback forms, support system, etc.).

1.7. Trial period – a Subscription period during which User gets acquainted with NextGIS Services and Software functionality and usability.

1.8. In case User Agreement contains terms not defined in this Section they must be construed in accordance with User Agreement text. If it doesn’t provide unambiguous meaning, they shall be construed: first, in accordance with NextGIS Terms of Service available at https://nextgis.com/terms and Privacy Policy available at https://nextgis.com/privacy; second, in accordance with laws of Estonia.

2. General Terms

2.1. User creates an Order for Subscription and pays for it via bank transfer or via online payment systems or other payment options (including third-party app stores).

2.2. Administrator activates User’s subscription within 2 (two) working days after the receipt of the payment from User or after the start of the Trial period. Administrator may postpone the activation of User’s subscription following User’s request to do so.

2.3. After the subscription period has expired, Administrator and/or User create a new Order for the next period. If User pays for the Order created by Administrator after the expiration of the previous subscription period, including him making a payment via online payments system using recurrent payments functionality, such a payment equals the one based on User’s Order.

2.4. Administrator reserves the right to suspend User’s access to NextGIS Software and Services after the subscription period has expired, and to remove all User’s Content without any prior notification if User fails to renew his Subscription.

2.5. If this option is available in User’s Dashboard, User can enable autopayments for the Subscription payments.

2.6. By enabling autopayments User:
2.6.1. authorizes Administrator to charge his bank card for the renewal of the Subscription based on a billing period selected by User until User cancels the Subscription;
2.6.2. consents to the regular automatic debiting of his/her account by Administrator for the Subscription payments and acknowledges that debit orders are those of User, and actions taken to debit User’s account are performed with User’s consent.

2.7. User assures and guarantees that:
2.7.1. he/she has a legal right to use the bank card and doesn’t violate the rights of third parties by using it;
2.7.2. he/she takes sufficient measures to protect the access to the Dashboard, preventing third parties from accessing the Dashboard and performing any actions with the Subscription on User’s behalf;
2.7.3. he/she has familiarized himself/herself with these terms and conditions.

2.8. User may cancel the Subscription or change the Plan at any time.

In case of a cancellation (a switch to Free Plan), the Subscription will be terminated on the next scheduled payment date.

In case of a switch between paid plans before the next scheduled payment date, Administrator converts the remaining days on User’s current plan into additional days on the selected plan.

2.9. The payment failure on the scheduled payment date equals User’s cancellation of the Subscription and leads to User being switched to Free Plan.

2.10. User agrees that Plan changes made by Administrator during an already paid Subscription period will not lead to a full or partial refund of the payment for the said Subscription period.

3. Termination of User Agreement and Refunds Policy

3.1. This User Agreement may be terminated:
3.1.1. By both Parties agreeing to it, at any time.
3.1.2. By any of the Parties, in case another Party violates terms of this User Agreement or NextGIS Terms of Service, without prior notification of another Party.
3.1.3. By any of the Parties, with prior notification of another Party not less than 10 (ten) days prior to the termination of the User Agreement.
3.1.4. By Administrator, without prior notification of User, in accordance with Clause 2.4 of this User Agreement.

3.2. In case of early termination of this User Agreement Administrator may refund User’s payments for the unused Subscription period. Refund for the already used Subscription period and for the current month’s Subscription can’t be made. Refunds are made on the basis of User’s request, non-cash only. Refunds can’t be made to third parties. The refunds policy is the same for individual Users and legal entities.

4. Warranties and Liabilities of the Parties

4.1. For the duration of this User Agreement Administrator shall exercise reasonable care in keeping the User’s Content secure and NextGIS Software and Services available for use. At the same time User accepts the risk of possible outages and malfunctions in NextGIS Software and Services and agrees that Administrator does not have technical means to predict their occurence, notice User about them in advance or fully eliminate their possibility. The occurrence of outages or malfunctions, regardless of their reasons or consequences, can not serve as a basis for Administrator liability.

4.2. NextGIS Software and Services and their functionality are provided “as is”. Except for guarantees specifically indicated in this User Agreement Administrator excludes all direct or indirect warranties about NextGIS Software and Services or their specific functions and their fitness for a particular purpose.

4.3. The Parties shall incur a liability for the infringement of terms of this User Agreement in accordance with the User Agreement and the laws of Estonia.

4.4. In no case Administrator shall be liable for: а) any actions or failures to act caused by User’s and/or third parties’ actions or failure to act; b) any User’s and/or third parties’ losses irrespective of Administrator’s ability to predict them; c) use of the selected way of payment for Subscriptions (or inability to do so), and all possible consequences of these User actions, as well as use of any means of communication by Users and/or third parties (or their inability to do so).

4.5. In no case Administrator and its employees will be liable for any damages, including data losses, or lost profits caused by use of NextGIS Software and Services or by Administrator blocking or deleting User access to NextGIS Software and Services, blocking or deleting User account, or removing User Content from NextGIS Services.

4.6. Neither Party will be liable for any delay or failure to meet its obligations under this User Agreement due to circumstances beyond its reasonable control, and the deadline for performance of obligations will be extended for the duration of such circumstances. In the event Administrator is prevented from performing its obligations under this User Agreement due to circumstances beyond its reasonable control, it will as soon as possible (but not later than within 5 (five) working days) notify User about them and about their expected duration via email or by publishing this information at Administrator’s website. Circumstances beyond reasonable control of the Parties include but are not limited to war, riot, insurrection, civil commotion, labor strikes or lockouts, shortages, power outages, fire, flood, earthquake or storm, as well as regulations and actions of government bodies entered into legal force after the Effective date and making performance of obligations under User Agreement impossible. If circumstances beyond reasonable control of the Parties and/or their consequences last more than thirty calendar days in succession, the User Agreement may be terminated at any time by any Party sending written notification to another Party.

4.7. The liability of Administrator for the failure to perform obligations in accordance with this User Agreement may not exceed the Subscription price for 1 (one) month.

5. Miscellaneous

5.1. This User Agreement is concluded between Administrator and User regarding purchase and use of NextGIS Subscriptions. This User Agreement is made effective for the unlimited period of time and supersedes and replaces any prior agreements between Administrator and User regarding use of NextGIS Subscriptions.

5.2. This User Agreement and any action related thereto will be governed by the laws of Estonia without regard to the location of User or his/her equipment. All claims arising out of or relating to this User Agreement will be litigated exclusively in the courts located at Administrator’s place of registration.

5.3. In case of any dispute relating to this User Agreement User and Administrator first shall seek to resolve them by conducting talks. If a dispute is not resolved in this way, it shall be resolved using procedure set by the laws of Estonia.

5.4. If it turns out that a particular term of User Agreement is not enforceable, this will not affect any other terms.

5.5. Administrator may modify/update this User Agreement from time to time without giving any prior notice. The most current version of the Terms is available at https://nextgis.com/terms-plans. Administrator recommends Users to check this page for updates. By continuing to use NextGIS Subscription after User Agreement was modified/updated, User agrees to be bound by the updated User Agreement.

5.6. All questions, notices and claims arising from User Agreement shall be sent:

to User’s email address indicated in Dashboard or in the Order form, when it is addressed to User,
to info@nextgis.com when it is addressed to Administrator.

5.7. User and Administrator may at any moment enter into a bilateral Contract governing purchase and use of NextGIS Subscriptions. In this case terms of bilateral Contract shall supersede terms of the present User Agreement.

6. Administrator’s details:

NextGIS OÜ
Nelgi 31-53
Tallinn 11213
Estonia