MaxMind Commercial Redistribution License for GeoLite2 Databases

Revised on December 3, 2019

By purchasing a Commercial Redistribution License for the GeoLite2 Country Database or the GeoLite2 City Database, you are accepting and agreeing to the terms and conditions set forth in this MaxMind Commercial Redistribution License for GeoLite2 Databases (this "Agreement").

MaxMind, Inc. ("MaxMind"), a Delaware Corporation, offers a line of databases that provide geographic information and other data associated with specific internet protocol addresses (each a "GeoLite2 Database" and collectively the "GeoLite2 Databases"). The data available through the GeoLite2 Databases is referred to in this Agreement as the "GeoLite2 Data". The term "Services" as used in this Agreement encompasses the GeoLite2 Databases and the GeoLite2 Data therein. The GeoLite2 Databases are accessible via the MaxMind website, www.maxmind.com (the "Website").

"Named MaxMind Products" refers to the GeoLite2 Database for which you have purchased a Commercial Redistribution License and includes updates for 1 year.

"Reseller" refers to an individual, company, or entity that has purchased a Commercial Redistribution License for a GeoLite2 Database. Before purchasing, please contact MaxMind at sales@maxmind.com with the subject line "Question about GeoLite2 Database" if you have any questions or want to make sure this license meets your needs.

"Reseller Product" refers to a Reseller product or service that the Reseller distributes with Named MaxMind Products.

ADDITIONAL POLICIES.

The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to the use of the Website:

This Agreement controls in the event of any conflict with the above-referenced policies.

OTHER DATABASES AND PRODUCTS.

This Agreement does not apply to your use any databases or products offered by MaxMind other than the GeoLite2 Databases and GeoLite2 Data therein. If you use other MaxMind databases or products, additional terms and conditions shall apply to your use of such databases and products, and you agree to pay all applicable charges.

LIMITED GRANT OF RIGHTS.

  1. This license grants you a nonexclusive, non transferable, limited license, to distribute an unlimited number of copies of the Named MaxMind Products within one Reseller Product, in return for an annual fee. For an additional annual fee, you may distribute an unlimited number of copies of the Named MaxMind Products within more than one Reseller Product. To receive a customized annual fee, please contact MaxMind at sales@maxmind.com with the subject line "Customized Annual Fee for GeoLite2 Databases" and in the body of the email explain the exact number of Reseller products that will use the GeoLite2 Data.
  2. You have the right to modify the Named MaxMind Products and redistribute the software with the changes; however, any such changes must be relayed back to MaxMind, and copyright in any modification to the Named MaxMind Products shall be assigned to MaxMind.
  3. You have the right to display (disclosure) the GeoLite2 Data via the Reseller Product to your end users provided that you do not use or encourage others to use the GeoLite2 Data for the purpose of identifying or locating a specific household, individual, or street address.
  4. You shall not send or cause to be sent any unsolicited email ("spam"), including newsgroup postings, regarding the Named MaxMind Products or services involving Named MaxMind Products.
  5. If you purchase GeoLite2 City Database, you may also use the GeoLite2 ASN Database at no additional cost. To clarify, your use of the GeoLite2 ASN Database is subjected to the terms and conditions listed in this Agreement.
  6. MaxMind licenses the Named MaxMind Products to you on an "as is" basis, without warranty of any kind
  7. You shall ensure that each End User who receives Named MaxMind Products within a Reseller Product have agreed to an End User License Agreement ("EULA") and the EULA must contain in substance the following:
    1. End User is granted only a personal, nontransferable, and nonexclusive right to use the GeoLite2 Database only for its internal purposes.
    2. No representations or warranties from MaxMind or from Reseller is made to the End User in connection with the GeoLite2 Databases.
    3. MaxMind shall not be liable to the End User for any indirect, consequential, incidental or special damages arising out of the use or license of the GeoLite2 Databases, regardless of the theory of liability (including negligence and strict liability).

NO USE OF GEOLITE2 DATA FOR FCRA PURPOSES.

The parties understand and agree that MaxMind is not a consumer reporting agency as defined by the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq. ("FCRA"), and that the Services do not constitute "consumer reports" as defined in the FCRA. You agree that you will not use the Services to determine any consumer's eligibility for any product or service to be used by a consumer for personal, family, or household purposes. You also agree that you will not use the Services (i) as a factor in establishing a consumer's eligibility for credit, (ii) as a factor in establishing a consumer's eligibility for insurance, (iii) for employment purposes, (iv) in connection with a determination of an individual's eligibility for a license or other benefit granted by a governmental authority, or (v) in connection with any permissible purpose as defined by the FCRA.

ACCURACY EXPECTATION: NO USE OF GEOLITE2 DATA FOR IDENTIFYING SPECIFIC HOUSEHOLDS OR INDIVIDUALS.

Due to the nature of geolocation technology and other factors beyond its control, MaxMind cannot and does not guarantee the accuracy of the GeoLite2 Data. The GeoLite2 Databases contain only the geographic data available and the availability of such data is not consistent for all regions. Furthermore, none of the GeoLite2 Data reliably identifies any geographic level or division more precise than the zip code or postal code associated with an IP address. Accordingly, it is imperative that you and your end users not rely on the GeoLite2 Data to identify a specific household, individual, or street address. You acknowledge the foregoing limitation of the GeoLite2 Data and agree that you will not use or encourage others to use the GeoLite2 Data for the purpose of identifying or locating a specific household, individual, or street address.

ADDITIONAL RESTRICTIONS.

  1. Disclosure of GeoLite2 Database and GeoLite2 Data. Except as explicitly permitted by this Agreement, you will not disclose the GeoLite2 Databases or GeoLite2 Data to any third party or after notifying MaxMind of the anticipated disclosure and obtaining MaxMind's prior written consent to the disclosure. To the extent you discloses the GeoLite2 Databases or GeoLite2 Data to a third party as permitted by this Agreement, you will impose upon the third party the same or substantially similar contractual duties imposed on you and the rights provided to MaxMind as in this Agreement, including those in LIMITED GRANT OF RIGHTS, ADDITIONAL RESTRICTIONS, and DATA PROCESSING. You are responsible for the acts or omissions of any third parties with which you share the GeoLite2 Databases or GeoLite2 Data.
  2. Security of GeoLite2 Database and GeoLite2 Data. You will maintain reasonable and appropriate technical and organizational measures for the protection of the security, confidentiality, and integrity of the GeoLite2 Databases and GeoLite2 Data (including protection against unauthorized or unlawful processing and against accidental or unlawful destruction, loss, or alteration or damage, unauthorized disclosure of, or access to, such data). In the event you discover a data incident involving the GeoLite2 Databases or GeoLite2 Data, you shall promptly notify MaxMind and fully cooperate with MaxMind, at your own expense, in remediating the incident.
  3. Destructions of GeoLite2 Database and GeoLite2 Data. From time to time, MaxMind will release an updated version of the GeoLite2 Databases, and you agree to promptly use the updated version of the GeoLite2 Databases. You shall cease use of and destroy (i) any old versions of the GeoLite2 Databases and GeoLite2 Data within thirty (30) days following the release of the updated GeoLite2 Databases; and (ii) all GeoLite2 Databases and GeoLite2 Data immediately upon termination of the license under this Agreement. Upon request, you shall provide MaxMind with written confirmation of such destruction.

DATA PROCESSING.

  1. Definitions.
    1. "Applicable Data Protection Law" means (i) the UK Data Protection Act 2018; (ii) Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 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 ("GDPR"); (iii) as of January 1, 2020, the California Consumer Privacy Act of 2018, California Civil Code § 1798.100 et seq. ("CCPA"); and (iv) any other data protection laws, rules, regulations, self-regulatory guidelines, or implementing legislation applicable to a party's provision or use of the Services.
    2. "controller," "business," "data subject," "consumer," "process," and "sale," (or any equivalent terms) each have the meaning set forth under Applicable Data Protection Law.
    3. "Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer, data subject, or household or is defined as "personally identifiable information," "personal information," "personal data," or similar term under Applicable Data Protection Law.
  2. Receipt of Personal Information by Licensee. The parties acknowledge and agree that the GeoLite2 Databases and GeoLite2 Data may include Personal Information. Where you receive Personal Information from MaxMind, you agree that it will only process the Personal Information for the purposes set forth in the Agreement and in accordance with Applicable Data Protection Law. MaxMind and Licensee are each an independent controller or business with respect to the Personal Information, and each party shall be individually responsible for its own processing of the Personal Information and compliance with Applicable Data Protection Law. In the event that your receipt of the Personal Information constitutes a sale under Applicable Data Protection Law and you receive a "Do Not Sell" or opt-out of sale request from a consumer (whether directly from the consumer or relayed by MaxMind), you shall promptly cease any further use or sale of the applicable consumer's Personal Information upon its receipt of such request. You shall provide MaxMind with all assistance necessary for MaxMind to address any data subject or consumer rights or regulatory requests under Applicable Data Protection Law. You agree to maintain a privacy policy that complies with Applicable Data Protection Law and disclose your data practices relating to its use of the Personal Information, provided that you shall not be required to expressly identify MaxMind unless otherwise required by Applicable Data Protection Law. The parties shall cooperate in good faith to enter into additional or modified contract terms to address any modifications, amendments, or updates to the Applicable Data Protection Law, including applicable regulatory or self-regulatory guidance.
  3. Data Transfer. You acknowledge and agree that some of the Personal Information it receives from MaxMind may relate to data subjects or consumers from various jurisdictions (including from the European Union, the United Kingdom, and Switzerland), and you agree to comply with any data transfer requirements of those jurisdictions. To the extent you receive Personal Information subject to the Privacy Shield Framework, in accordance with the Onward Transfer Principle, Licensee agrees to protect the Personal Information with at least the same level of protection as required by the Privacy Shield Principles. If you determine that it can no longer meet its obligations under this subsection, you shall promptly notify MaxMind of such determination and cease processing the Personal Information or take other reasonable and appropriate steps to remediate as required by MaxMind.
  4. Provision of Data to MaxMind. The Services provided by MaxMind under this Agreement do not require MaxMind to process Personal Information on behalf of Licensee. Licensee shall not provide any Personal Information to MaxMind nor cause MaxMind to process any Personal Information on its behalf, and shall not use the minFraud Services, GeoIP2 Precision Services, or any services that require MaxMind to process Personal Information on its behalf without first entering into a separate data processing addendum with MaxMind. To the extent you provide Personal Information through MaxMind's website (including in connection with correction requests), MaxMind will process the Personal Information in accordance with MaxMind's privacy policy available at https://www.maxmind.com/en/privacy-policy.

INDEMNIFICATION.

You will indemnify and hold MaxMind and its affiliates harmless from and against any and all claims, causes of action, liabilities, penalties, costs or expenses (including reasonable attorney's fees) incurred by MaxMind or any affiliate thereof as a result of your breach of any of the terms of this Agreement.

CHANGES TO THE AGREEMENT/TERMINATION.

  1. MaxMind may amend this Agreement at any time. Any such amendment(s) shall be binding and effective upon the earlier of (i) the date that is thirty (30) days after the posting of the amended Agreement on the Website or (ii) the date that MaxMind provides notice to you of the amended Agreement. You may immediately terminate this Agreement upon written notice to MaxMind if a change is unacceptable to you. Your continued use of the Services following notice to you of a change shall constitute your acceptance of the change.
  2. This Agreement shall terminate immediately if, within the reasonable judgment of MaxMind, you materially breach any material term or condition of this Agreement and fail to remedy the breach within ten (10) days of receipt of written notice thereof stating MaxMind's intent to terminate upon non-cure of the breach. Your failure to comply with the Restrictions on Use is a breach of a material term of this Agreement.

NO CONSEQUENTIAL DAMAGES/LIMITATION ON LIABILITY.

Under no circumstances, including negligence, shall MaxMind or any related party or supplier be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, or data, that are directly or indirectly related to the use of or the inability to access and use the Services, whether in an action in contract, tort, product liability, strict liability, statute, or otherwise, even if MaxMind has been advised of the possibility of those damages. The total liability of MaxMind, in connection with a loss or damages arising hereunder (an "Occurrence") is limited to the greater of $100 or the lowest amount permitted by applicable law.

NO WARRANTIES/AVAILABILITY.

MaxMind furnishes the Services on an as-is, as-available basis. MaxMind makes no warranty, express or implied, with respect to their capability, accuracy, or completeness. All warranties of any type, express or implied, including the warranties of merchantability, fitness for a particular purpose, and non-infringement of third party rights are expressly disclaimed. Furthermore, the availability of Services offered through the Website is dependent upon many factors beyond MaxMind's control, MaxMind does not guarantee uninterrupted or availability of any such Services. Any such Services may be inoperative and/or unavailable due to technical difficulties or for maintenance purposes, at any time and without notice. While MaxMind does not warrant that the MaxMind Website is free of harmful components, MaxMind shall make commercially reasonable efforts to maintain the Website free of viruses and malicious code.

GOVERNING LAW.

This Agreement shall be governed and interpreted pursuant to the laws of the Commonwealth of Massachusetts, applicable to contracts made and to be performed wholly in Massachusetts, without regard to principles of conflicts of laws. You specifically consent to personal jurisdiction in Massachusetts in connection with any dispute between you and MaxMind arising out of this Agreement. You agree that the exclusive venue for any dispute hereunder shall be in the state and federal courts in Boston, Massachusetts. This Agreement shall be construed and interpreted in English, and any translation hereof to a language other than English shall be for convenience only.

APPLICATION PROGRAM INTERFACES (APIs).

MaxMind may facilitate Reseller's access to certain application program interfaces ("APIs") for use with the GeoLite2 Databases and other MaxMind products. Some APIs may have been developed by third parties. MaxMind and Reseller acknowledge that the APIs are not GeoLite2 Databases or other MaxMind products as defined in this Agreement and that MaxMind does not provide any warranties or indemnification for the APIs.

NOTICES.

Notices given under this Agreement shall be in writing and sent by facsimile, email, or by first class mail or equivalent. MaxMind shall direct notice to you at the email address or physical mailing address you provided in the registration process. You shall direct notice to MaxMind at the following address:

MaxMind, Inc.
14 Spring Street, Suite 3
Waltham, MA 02451
U.S.A.

Email: legal@maxmind.com

Either party may change its notice contact information at any time by giving notice of the new contact information as provided in this section.

COMPLETE AGREEMENT.

This Agreement (which includes the policies referenced above and incorporated herein) represents the entire agreement between you and MaxMind with respect to the subject matter hereof and supersedes all previous representations, understandings, or agreements, oral and written, between the parties regarding the subject matter hereof.

ASSIGNMENT.

You may not assign this Agreement without MaxMind's prior written consent. MaxMind may assign its rights and obligations under this Agreement without your consent.

SEVERABILITY.

Should any provision of this Agreement be held void, invalid, or inoperative, such decision shall not affect any other provision hereof, and the remainder of this Agreement shall be effective as though such void, invalid, or inoperative provision had not been contained herein.