This API Licence Agreement was last updated on 21 March 2019.
1. We are what3words Limited (“what3words”), a company registered in England with company number 08430008 and registered office at Studio 301, Great Western Studios, 65 Alfred Road, London W2 5EU, UK.
2. By interacting in any way with the what3words application programming interface or any other associated materials or mechanisms provided by what3words to enable you to access what3words data (collectively, the “API”) including, but not limited to requesting Credentials (as defined below) or making an API Request (as defined below), You acknowledge that You have read this document and that You agree to be legally bound by the terms of this Agreement. If You agree to these Terms on behalf of a company or other entity, You represent that You have the authority to bind that entity and its affiliates to these Terms, in which case “You” or “Your” shall refer to such entity and its affiliates. If You do not have authority or You do not agree with the Terms, You must not access the API. what3words reserves the right to make changes to the terms of this Agreement from time to time. When these changes are made, what3words will make a new copy of the Terms available at https://what3words.com/developers/api-licence-agreement/ (or such other URL as what3words may provide). You understand and agree that if you use the Service (as defined in Clause 4 below) after the date on which the terms of this Agreement have changed, what3words will treat your continued use of the API (as defined in Clause 3 below) as acceptance of the updated terms. If a modification is unacceptable to you, you may terminate this agreement by ceasing use of the API.
3. This licence agreement (the “Agreement”) governs the interaction by You in any way with the API including, but not limited to making an API Request (as defined below) and any such interaction or other use of the API shall be subject to the terms of this Agreement.
4. Grant of Licence
Subject to your full compliance with all of the terms and conditions of this Agreement and any applicable policies, what3words grants you a non-exclusive, revocable, non-sublicensable, non-transferable licence to use and access the API to develop, display and distribute applications, websites and/or services (collectively “Products”) that interoperate with the what3words services (the “Service”), provided that such Products are made available to end users for their personal use only. You may not install or use the API for any other purpose without what3words’ prior written consent, and in particular You may not incorporate any error correction, autosuggest or autocomplete technology to interoperate with what3words in any Product, unless such technology is provided by what3words. You may not use the API for immoral or illegal purpose, nor for any other purpose which may be determined threatening, abusive or harmful. You may not: (A) access our API in violation of any applicable law or regulation; (B) access our API in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Service including but not limited to the creation or transmission of any virus, worms, trojan horse, cancel-bot or any other destructive or contaminating program, (ii) poses a security vulnerability to customers or users of the Service, or (iii) tests the vulnerability of our systems or networks. Except as expressly authorised under this Agreement, You may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorised by applicable law), modify or alter any part of the API. Insofar as you use the API for any of the purposes set out here, what3words confirms that such use is outside of the scope of any licence granted here. For the purposes of this Agreement, an “API Request” means any communication from any Product, or any server used to route data to or from the Product, to the API. Your use of the API and the licence granted herein is subject always to any: limits on the number of permitted API Requests; additional restrictions on the use of the API; and/or any restriction or limit on the frequency and/or method of API Requests in a given period which may be set out, from time-to-time on the what3words website or separately notified to you in writing. We also reserve the right to implement a payment plan for your continued use of the API, where your usage exceeds the aforementioned limits, In addition, what3words grants you a revocable, non transferable licence to use our logo, content and trademarks (“Brand Assets”) in accordance with the brand and style guidelines published from time-to-time on our website. However, if you use our logo, content or trademarks, you do so acknowledging that this use is under licence from us, and that your use will not cause any confusion as to the ownership of these things. We also reserve the right to revoke such licence to use our Brand Assets at any time following written notice to You should Your use (in what3words’ sole discretion and opinion) be adversely affecting our reputation.
In this Agreement:
- “3 Word Addresses” means the 3 word addresses which have been developed and generated by what3words and are discoverable by users of the Service, users of the API and/or their end users;
- “3 Word Address Location” means the latitude and longitude coordinates derived from a 3 Word Address; and
- “what3words Data” means any 3 Word Addresses, 3 Word Address Locations, and word lists and geographic reference data used for the generation and allocation of 3 Word Addresses.
You shall not use the API for any application that replicates or attempts to replace the essential user experience of the Service or use the API to create a Product which functions substantially the same as the API. For example, the foregoing would include (but is not limited to) allowing any end user to derive a 3 Word Address Location from a 3 Word Address. You must not pre-fetch, cache, index, copy, re-utilise, extract, store (including in a database) or utilise any what3words Data in any way that means you are effectively circumventing making an API Request or a third party making an API Request (including any potential API Requests).
5.2. Notwithstanding any of the foregoing, if you have been granted a limited Facilitation Period, as notified to you in writing, You may be entitled to pass on the latitude/longitude conversion derived from your customer’s utilisation of a 3 Word Address strictly in order to facilitate a delivery to your customer (the “Facilitation Period”). This exception, if granted to you in writing, shall automatically expire one calendar year from the date of what3words written notification of the grant at which point you shall no longer pass on the aforementioned latitude/longitude conversion and the restrictions stated clause 5.1, and in this Agreement, shall apply without any exception. what3words also expressly reserves the right to automatically terminate the Facilitation Period with you at any time by notifying you in writing of this and/or by amending the terms and conditions of this Agreement from time to time. Other than the foregoing, the terms of the API Licence Agreement shall continue to apply in its entirety and the Facilitation Period is subject to your continued compliance with the terms of this API Licence Agreement.
6. References to what3words and implementation
You agree to ensure that any references to what3words and/or the functions provided by the API in your Product, or in any other material to be seen by end users and potential end users shall follow the brand guidelines as published on our website. You will also ensure all end users are subject to terms and conditions which are not inconsistent with the terms of this API Licence Agreement and enforce the same.
7. Intellectual Property
The API, the what3words Service, any and all content, documentation, code, data and related materials made available through the API, any and all data and information collected and/or derived from the what3words Service and all intellectual property rights in, to and connected with all of the foregoing, are and shall at all times remain the sole and exclusive property of what3words. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade names, trademarks (whether registered or unregistered and whether future or existing), or any other rights or licences in respect of the Intellectual Property, our site, the App and the material published on it. We are not aware of any reason why we cannot grant the rights we purport to grant under, or in accordance with this agreement. A list of what3words trademarks can be found in the general Terms and Conditions on the what3words website. Major processes involved in our technology including, but not limited to, those used in the operation of the API are subject to patent protection. You grant us a worldwide, non-exclusive, non-assignable and non-transferable licence to display your trade names, trade marks, service marks, logos and domain names to promote or advertise your use of the API. We may, without your consent, publicly refer to you, orally or in writing, as a licensee of the API. We may also publish your name and logo on our Service, in press releases, and in promotional materials without additional consent or notice to you.
You agree to keep any username, password, API key or other credentials (the “Credentials”) utilised to access the API secret and confidential at all times and you shall ensure that no third party shall access the API utilising Your Credentials. In the event that you suspect that any third party may be making use of Your Credentials, You shall immediately inform what3words of this fact and provide all reasonable assistance to what3words in relation to any subsequent investigation or other activities undertaken by what3words as a result.
10. Exclusion of Warranties
The API is provided “as-is” without warranty of any kind. Except to the extent required by applicable law, what3words disclaims all warranties, whether express or implied, regarding the API, including without limitation any and all implied warranties of merchantability, accuracy, results of use, reliability, fitness for a particular purpose, title, interference with quiet enjoyment, and non-infringement of third-party rights. In addition, what3words disclaims any warranty that licensee’s use of the API will be uninterrupted or error free.
11. Limitation of Liability
Nothing within this Agreement shall act to limit or exclude what3words’ liability arising from fraud or fraudulent misrepresentation or death or personal injury caused by what3words’ negligence. what3words maximum liability (whether under tort or contract) to You or any third party for any loss or damage suffered by You as a result of or in connection with Your use of (or inability to use or access) the API including loss of profits, loss of or corruption to data, computer failure or malfunction, interruption to business or any other special, indirect, incidental or consequential damages even if what3words has been advised of the possibility of such loss or damages and whether or not such loss or damages are foreseeable shall be the greater of £100 or the total API fees (if applicable) paid and payable in the twelve (12) month period immediately preceding the event giving rise to the claim (or the first claim where there is a series of claims attributable to the same cause).
You agree that Your use of the API is solely under your control and at Your direction (subject to remaining in compliance with this Agreement). You agree to hereby indemnify and hold harmless what3words and its employees, directors, officers and consultants from any and all claims, damages, liabilities, costs and fees (including reasonable legal fees) arising from: (i) Your use of the API or from the use of the API by any third party making use of Your Credentials; or (ii) the use of any of Your Products by any third party or end user.
13. Term and Termination
This Agreement shall continue until terminated as set forth in this section. what3words may terminate this Agreement at any time. Any termination of this Agreement shall also terminate the licence granted hereunder. Upon termination of this Agreement for any reason, You shall immediately cease using or accessing the API and immediately delete any what3words Data from Your Products and systems. Sections 6, 7, 8, 9 and 10 together with any other provisions required for the interpretation or enforcement of such sections shall survive termination of this Agreement. Should we choose to pause or restrict your use of the API at any time, this shall not affect the validity of these Terms, which shall continue to apply until this agreement is expressly terminated by us in accordance with this Clause 13.
This Agreement, and any disputes arising from or relating to the interpretation thereof (including non-contractual disputes), shall be governed by English law and shall be subject to the exclusive jurisdiction of the English Courts. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently. You shall not, without the prior written consent of what3words, assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of its obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this section shall confer no rights on the purported assignee.