TERMS OF SERVICE
Last updated June 20th, 2023
You can see your previous Terms of Service here.
Welcome to Maptician! Please carefully review these Terms of Service as they contain important information about your legal rights, remedies, and obligations. These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Maptician, Inc., doing business as Maptician (“Maptician”, “we”, “us”, or “our”). By subscribing to or using any of our Services (as defined below), you agree to comply with and be bound by these Terms of Service.
Your access and use of the Services (as defined below) are also governed by the terms set forth in your respective Subscription Service Order Form, or substantially similar form, including a Purchase Order (collectively referred to as “Subscription Service Order Form”), any subsequent Amendment to the Subscription Order Form, and any other policies applicable to your use of the Services (as defined below) that we make available, each of which is incorporated by reference into these Terms of Service.
By subscribing to or using our Services (as defined below), you’re agreeing to comply and be bound by these Terms of Service. If you do not agree with these Terms of Service, then you are expressly prohibited from using our Services (as defined below) and you must discontinue use immediately.
PRIVACY
Maptician cares about your data privacy and security. Please consult our Privacy Policy for more information on how we collect, use, and share your information for our own purposes (but note that our Privacy Policy is not a part of these Terms of Service and may be changed from time to time). By agreeing to these Terms of Service and using our Services (as defined below), you acknowledge and consent to the collection, use, sharing, and disclosure of your personal information and data as described in our Privacy Policy, as may be modified from time to time.
SCOPE OF SERVICES
We offer, through our proprietary software-as-a-service (“SaaS”) platform and supporting implementation services, a subscription-based service, including an all-in-one software solution for the hybrid workplace including office hoteling, conference room management, and employee collaboration; access to an interactive map engine, web-based map editor, interactive directory, reporting and analytics information, and other capabilities to enhance the service platform; and professional services for floor plan creation (collectively the “Services”). To subscribe to a Service, you must complete a Subscription Service Order Form, which identifies the Service to which you have subscribed, additional subscription terms, and the fees payable by you to Maptician for that Service. You are only entitled to use the Services for which you have subscribed and paid, and your use of the Services is subject to your compliance with these Terms of Service. We reserve the right to modify the Services (or any part thereof) from time to time and we are not liable to you or to any third party for any modification of the Services, except as provided in these Terms of Service. We also reserve the right to refuse any Subscription Service Order Form placed for our Services.
Intended Use. The Services are intended for users who are not minors. Persons under the age of majority are not permitted to use or register for use of our Services.
Access to Services from Other Locations. The information provided through our Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access our Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
Expanding the Services. You may request additional Services, including consulting, floorplan creation, floorplan modification, or other professional services, from time to time during the Term (as defined herein) of an applicable Subscription Service Order Form by notifying Maptician in writing of the additional desired Services. Details regarding such additional Services shall be in writing as set forth in Subscription Service Order Form(s) or an Amendment to the Subscription Order Form, as appropriate. Each additional Service will include the price and billing date(s) of the Services. Except as otherwise provided herein, changes to the Maptician platform subscription levels can take place at anytime and will be billed in the subsequent billing cycle. All new Services are subject to these Terms of Service.
Set-Up and Configuration. With the support of a Maptician Implementation Manager, you are responsible for determining the appropriate set-up and configuration of the Services. In the event you request we provide assistance in the set-up or configuration of the Services, without in any way limiting the below Disclaimer of Warranties, we make no representations or warranties with respect to any changes we may make or work we may perform on your behalf and at your request.
Industry Specific Regulations. The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use our Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
MODIFICATION OF THESE TERMS OF SERVICE
We work constantly to improve our Services and develop new features to make our Services better for our customers. As a result, we may need to change these Terms of Service from time to time to accurately reflect our Services and practices. If we do, those revised Terms of Service will supersede prior versions. Unless we say otherwise, changes will be effective upon the “Last Updated” date located at the top of this page. We agree that changes cannot be retroactive. We will provide you advance notice of any material changes to these Terms of Service. For any other changes, we will publish the revised Terms of Service and update the “Last Updated” date above. We hope that you will continue to use our Services, but if any changes materially impact you or your business and you object to any changes, you may terminate your subscription to the Services according to the terms herein. Your continued use of the Services constitutes your acceptance of any revisions.
YOUR RIGHTS AND RESTRICTIONS
Authorization to Use the Services. Subject to (i) your timely payment of all fees set forth in the Subscription Service Order Form or any Amendment to the Subscription Order Form, as appropriate, and (ii) your compliance with these Terms of Service, we authorize you, on a non-exclusive, non-transferable, and limited basis, to use (and permit your authorized users to use) the Services to which you have subscribed solely for your internal business purposes in accordance with Scope of Services section above. You are responsible for providing Maptician with a primary point of contact to communicate and coordinate with related to the implementation of the Services.
Authorized Users. You will receive access to the platform for the number of users indicated on the Subscription Service Order Form or any Amendment to the Subscription Order Form, as appropriate, subject to any increase in users you may request as described herein. You (i) are responsible for your authorized users’ compliance with these Terms of Service, and (ii) will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. If the authorized status of a user changes, it is your responsibility to promptly remove such user’s access to the Services. Third parties that compete directly with us are not permitted to access or use the Services or any application programming interface we may make available to you. We reserve the right to disable or delete access to the Services and any application programming interface for any of your authorized users that we deem to be direct competitors, as determined in our sole discretion. You may increase the number of users at anytime during the Term of a Subscription Service Order Form or any Amendment to the Subscription Order Form, as appropriate, provided you understand and agree that you shall be responsible for excess user fees as outlined in the Subscription Service Order Form or any Amendment to the Subscription Order Form, as appropriate, or otherwise agreed to in writing.
Your Responsibilities; Use of the Services In Compliance With Laws. The Services contain various tools and workflows that assist you in the conduct of your business. For example, you may be able to use the Services to, among other things, communicate and schedule activities with and for individuals. Such activities can be highly regulated, and while we assist you in carrying out such activities, you are solely responsible for ensuring compliance with all applicable laws and regulations. You are responsible for all activities that occur under your account or by your authorized users. Without limiting the foregoing, you will (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data that you submit to the Services; (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Services and notify us immediately of any unauthorized use or security breach; (iii) comply with all applicable local, state, federal, and foreign laws (including laws regarding privacy and protection of personal or consumer information) in using the Services; and (iv) obtain and maintain all computer hardware, software, and communications equipment needed to access the Services and pay all access charges (e.g., internet service provider fees) incurred by you in connection with your use of the Services.
Your Restrictions. You may not access or use our Services for any purpose other than that for which we make our Services available. Our Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
You may not, and you will ensure your authorized users do not, (i) disassemble, reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services, or modify, adapt, create derivate works based upon, or translate the Services; (ii) license, sublicense, sell, rent, assign, distribute, time share transfer, lease, loan, resell for profit, distribute, or otherwise commercially exploit, grant rights in or make the Services or any content offered therein available to any third party; (iii) use the Services except as expressly authorized under these Terms of Service or in violation of any applicable laws; (iv) engage in any illegal or deceptive trade practices with respect to the Services; (v) circumvent or disable any security or other technical features or measures of the Services or any other aspect of the software or, in any manner, attempt to gain unauthorized access to the Services or its related computer systems or networks; (vi) use the Services to transmit infringing, libelous, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) use the Services to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs or to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (viii) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (ix) use any robot, spider, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Services; or (x) reformat or frame any portion of the Services.
Although we have no obligation to monitor your use of the Services, we may do so at our discretion and may prohibit any use of the Services we believe may be (or is alleged to be) in violation of these Terms of Service or applicable laws and regulations.
Reservation of Rights. No other rights are granted except as expressly stated in these Terms of Service, and nothing herein conveys any rights or ownership or license in, or to, the Services or any underlying software or intellectual property. We own all right, title, and interest, including all intellectual property rights, in and to the Services and the underlying software, and any and all updates, upgrades, modifications, enhancements, improvements, or derivative works thereof, and in any idea, know-how, and/or program(s) developed by us or our authorized users during the course of performance of the Services.
TERM AND TERMINATION
Term. The term of the Services shall begin as of the date of full execution of the Subscription Service Order Form you complete until the date set forth in the executed Subscription Service Order Form or any Amendment to the Subscription Order Form, as appropriate (the “Initial Term”), and, except as otherwise specified in the Subscription Service Order Form or any Amendment to the Subscription Order Form, as appropriate, shall automatically renew for successive twelve (12) month terms, unless either party gives the other party written notice of non-renewal at least sixty (60) calendar days before the end of the current term (the “Renewal Term” and collectively with the Initial Term, the “Term”). The Initial Term and any Renewal Term may be collectively referred to as the “Term”. These Terms of Service shall be effective as of the date of execution of the Subscription Service Order Form (the “Effective Date”).
Termination. Either party may terminate any subscription to Services upon sixty (60) calendar day written notice to the other party for any reason.
Notwithstanding the foregoing, we may terminate your subscription or deny access to and use of the Services (including blocking certain IP addresses) immediately, without notice or liability, in the event of your material breach of these Terms of Service or any applicable law or regulation as determined by us in our sole discretion. Upon termination of your subscription, you will immediately discontinue all use of the Services, cease to represent that you are a user of the Services, and destroy all our Confidential Information (as defined below) in your possession. Neither party will be liable for any damages resulting from a valid termination of any subscription(s) to Services; provided, however, that termination will not affect any claim arising prior thereto.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Except as otherwise provided herein, for all valid terminations of any subscription(s) to Services, Maptician will refund to you any prepaid fees covering the remainder of the Term of all Subscription Service Order Forms and any Amendment to the Subscription Order Forms after the effective date of termination. Any refund of prepaid fees will be reduced by any incentive credit amount(s) previously applied in connection with the prepayment(s) in question, prorated for the portion of the period that has transpired. In no event will termination relieve you of your obligation to pay any undisputed fees payable to Maptician for the period prior to the termination date.
Handling of Your Data in the Event of Termination. You agree that following expiration or termination of any of your subscriptions to the Services, we may immediately deactivate the affected Services and that, following a reasonable period, we may delete your account and data. However, in the event that the Services are terminated by us, we will grant you temporary, limited access to the Services, not to exceed thirty (30) days, for the sole purpose of permitting you to retrieve your proprietary data, provided that you have paid in full all undisputed amounts owed to us. You further agree that we will not be liable to you or to any third party for any termination of your access to the Services or deletion of your data, provided that we are in compliance with these Terms of Service.
FEES
Service Fees. Except as otherwise provided herein, you will pay fees for the Services in the amount set forth in Subscription Service Order Form and any Amendment to the Subscription Order Form (the “Service Fees”) on an annual basis, unless otherwise agreed to by Maptician in writing. Service Fees are due and payable within thirty (30) calendar days of the invoice. Depending on the type of Service as set forth in the Subscription Service Order Form or any Amendment to the Subscription Order Form, as appropriate, Service Fees may be charged on a per authorized user basis. The minimum number of authorized users shall be greater of (i) the number of users set forth in your Subscription Service Order Form or any Amendment to the Subscription Order Form, as appropriate, and (ii) the number of active user entries on the Customer’s Occupant Directory report, available to administrative users on the Maptician platform.
We may increase Service Fees from time to time by providing you with no less than thirty (30) days advance notice; provided, however, the Service Fees for any Service subject to a fixed term, will only be increased at the time of renewal of your subscription to such Service.
Additional Fees. You may incur certain other fees or charges for your use of the Services, including certain value-added services, in addition to those fees set forth in the Subscription Service Order Form or any Amendment to the Subscription Order Form (the “Additional Fees”). Any Additional Fees will be set forth in the additional Subscription Service Order Form or Amendment to the Subscription Order Form, as appropriate, for such service. Additionally, if you are billed annually for the Services and opt to increase the number of users above the number of users listed on the original Subscription Service Order Form or any Amendment to the Subscription Order Form, then your billing for any Additional Fees shall take place quarterly in addition to the standard annual billing cycle, based on the calendar year, in line with the Term listed on the Subscription Service Order Form or Amendment to the Subscription Service Order Form, as appropriate.
Billing and Payment. You agree to provide current, complete, and accurate purchase and account information for all purchases made for the Services. You further agree to promptly update account and payment information so that we can complete your transactions and contact you as needed.
You may pay Maptician by credit card, electronic funds transfer, wire, or check. Payment by electronic funds transfer or wire shall be considered made when released from your account; payment by check shall be considered made when received. All payments shall be in U.S. dollars.
You agree to pay all charges or fees at the prices then in effect for your purchases, and, if applicable, you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your termination as set forth herein.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
Late Payments. You acknowledge that your failure to pay any Service Fees or Additional Fees when due may result in suspension or termination of your subscription to the Services. If you fail to pay any of the fees or charges due hereunder, we reserve the right to, among other things, engage an attorney or a collections agency to collect the delinquent fees and charges. You agree to pay all fees and costs incurred by Maptician in connection with the collection of such delinquent amounts, including without limitation, any and all court and related costs, attorneys’ and/or collections agencies’ fees.
Taxes. You are responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charge of any kind imposed by federal, state, or local governmental entity on the transactions contemplated by these Terms of Service. When we have the legal obligation to pay or collect taxes for which you are responsible pursuant to this section, the appropriate amount will be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
MARKETING AND CONTENT
You agree that de-identified data and information (“De-identified Data”) may be used by Maptician for any lawful purpose. De-identified Data shall not contain any information that identifies or can be reasonably used to identify an individual person or any information that identifies or can be reasonably used to identify you or your affiliates.
REPRESENTATIONS AND WARRANTIES; DISCLAIMER
Your Representations and Warranties. By using our Services, you represent and warrant that (i) all information submitted in conjunction with the Subscription Service Order Form and any Amendment to the Subscription Order Form is true, accurate, current, and complete; (ii) you will maintain the accuracy of such information and promptly update such information as necessary; (iii) you have all necessary authority and requisite capacity to enter into and perform your obligations under these Terms of Service without the consent of any third party or breach of any contract or agreement with any third party; (iv) you are not a minor in the jurisdiction in which you reside; (v) you will not access our Services through automated or non-human means, whether through a bot, script or otherwise; (v) you will use the Services only for lawful purposes in accordance with these Terms of Service and any and all applicable Maptician policies and guidelines made available to you; and (vii) your use of the Services will not violate any applicable law or regulation.
Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, AS TO ANY MATTER, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, IN CONNECTION WITH OUR SERVICES AND YOUR USE THEREOF. WE DO NOT WARRANT THAT THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS OR THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND YOUR USE OF SERVICES IS AT YOUR OWN RISK, INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS, RULES, OR REGULATIONS. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OF OUR SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA OUR SERVICES.
THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. WE HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS, RULES, OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO ANY FEDERAL OR STATE STATUTES OR REGULATIONS THAT MAY BE APPLICABLE TO YOU. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
IF YOU ARE DISSATISFIED WITH THE SERVICES OR THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICES.
CONFIDENTIAL INFORMATION
Neither party shall disclose to any third party any information or materials provided by the other party hereunder and reasonably understood to be confidential (“Confidential Information”) without the other party’s prior written consent, except as otherwise expressly permitted under these Terms of Service; provided, however, Maptician may use and disclose your Confidential Information (in accordance with our Privacy Policy) as necessary to provide the Services and as otherwise described herein. The foregoing restrictions do not apply to (i) any information that is in the public domain or already in the receiving party’s possession, (ii) was known to the receiving party prior to the date of disclosure, (iii) becomes known to the receiving party thereafter from a third party having an apparent bona fide right to disclose the information, or (iv) Confidential Information that the receiving party is obligated to produce pursuant to a court order or a valid administrative subpoena, providing receiving party provides disclosing party of timely notice of such court order or subpoena (unless receiving party is legally precluded from providing such notice).
You agree to ensure that your authorized users keep all passwords and other access information to the Services in strict confidence. You agree to be responsible for all use of your account and password.
This provision will survive termination or expiration of your use to the Services.
INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, officers, agents, partners, employees, representatives, licensors, or other third party partners (“Maptician Parties”), from any and all claims, judgments, awards, demands, suits, proceedings, investigations, damages, costs, expenses, losses, and any other liabilities (including reasonable attorneys’ fees, court costs and expenses) arising out of or relating to (1) your use of our Services; (2) breach of these Terms of Service; (3) any breach of your representations and warranties set forth in these Terms of Service; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; (5) any overt harmful act toward any other user of our Services with whom you connected via our Services; or (6) your gross negligence or willful misconduct. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
LIMITATION ON LIABILITY
UNDER NO CIRCUMSTANCES WILL MAPTICIAN OR MAPTICIAN PARTIES (AS DEFINED ABOVE) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
A MAPTICIAN PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID MAPTICIAN FOR YOUR USE OF THE SERVICES IN THE PRIOR SIX (6) MONTHS.
SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, THE MAPTICIAN PARTIES’ LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
EACH PROVISION OF THESE TERMS OF SERVICE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY MAPTICIAN TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION AND THE PRIOR SECTIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS OF SERVICE.
DATA PROTECTION
You will comply with all applicable privacy, data protection, anti-spam and other laws, rules, regulations, and guidelines relating to protection, collection, use, and distribution of Personally Identifiable Information (as defined below) of any person. If required by applicable data protection legislation or other law or regulation, you will inform third parties that you are providing their Personally Identifiable Information to us for processing and will ensure that any required third parties have given their consent to such disclosure and processing. “Personally Identifiable Information” means any information that can be associated with or traced to any individual, including an individual’s name, address, telephone number, e-mail address, credit card information, social security number or other similar specific factual information, regardless of the media on which such information is stored (e.g., on paper or electronically).
We know that protecting your data is important. Please review our Incident Response Policy for additional information on our approach to protecting your information.
DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY
Notifications. We respect the intellectual property rights of others. If you believe that any material available on or through our Services infringes upon any copyright you own or control, please immediately notify our Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.
All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works in our Services are covered by the Notification, a representative list of such works from the Services; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.
Counter Notification. If you believe your own copyrighted material has been removed from our Services as a result of a mistake or misidentification, you may submit a written counter notification to our Copyright Agent using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party's agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.
If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.
Contact Information:
Maptician, Inc.
Attn: Copyright Agent
600 P Street, Suite 200
Lincoln, Nebraska 68508
legal@maptician.com
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, our Services are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on our Services (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided in our Services “AS IS” for your information and for use as described in your respective Subscription Service Order Form or any Amendment to the Subscription Order Form only. Except as expressly provided in these Terms of Service, no part of our Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use our Services, you are granted a limited license to access and use our Services and to download or print a copy of any portion of the Content to which you have properly gained access solely for use in connection with your respective Subscription Service Order Form or any Amendment to the Subscription Order Form. We reserve all rights not expressly granted to you in and to the Services, the Content, and the Marks.
MOBILE APPLICATION LICENSE
Use License. If you access our Services via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Service. You shall not: (i) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (ii) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (iii) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (iv) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (v) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (vi) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (vii) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (viii) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (ix) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.
Apple and Android Devices. The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access our Services: (i) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (ii) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Service or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (iii) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (iv) you represent and warrant that (a) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (b) you are not listed on any U.S. government list of prohibited or restricted parties; (v) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (vi) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Service, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms against you as a third-party beneficiary thereof.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding our Services (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
U.S. GOVERNMENT RIGHTS
Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to the terms of these Terms of Service in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms of Service in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by the Department of Defense. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Service.
MANAGEMENT OF SERVICES
We reserve the right, but not the obligation, to: (i) monitor your use of Services for violations of these Terms of Service; (ii) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Service, including without limitation, reporting such user to law enforcement authorities; (iii) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your activity on the platform or any portion thereof; (iv) in our sole discretion and without limitation, notice, or liability, to remove from our Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (v) otherwise manage our Services in a manner designed to protect our rights and property and to facilitate the proper functioning of our Services.
DISPUTE RESOLUTION
Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Service (each “Dispute” and collectively, the “Disputes”) brought by either you or us, the parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one party to the other party.
Binding Arbitration. If the parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in the State of Nebraska. Except as otherwise provided herein, the parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Lancaster County, Nebraska, and the parties hereby consent to and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Service.
In no event shall any Dispute brought by either party related in any way to the Services be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court.
Restrictions. The parties agree that any arbitration shall be limited to the Dispute between the parties individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other proceeding; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration. The parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court.
CORRECTIONS TO WEBSITE
There may be information on our website that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the website at any time, without prior notice.
USER DATA
We will maintain certain data that you transmit to through our Services for the purpose of managing the performance of our Services, as well as data relating to your use of our Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using our Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Utilizing our Services, visiting our website, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on through our Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210.
GENERAL PROVISIONS
Independent Parties. No joint venture, partnership, agency, or employment relationship exists between you and Maptician. You are solely responsible for managing your employees and for any and all compensation, taxes, benefits, and liabilities to your employees and any of your other representatives or service providers.
Assignment. These Terms of Service shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign these Terms of Service, Subscription Services Order Form or any Amendment to the Subscription Order Form, or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party, provided, however, that either party may, without the prior consent of the other party, assign its rights and obligations hereunder (i) to any affiliate of the assigning party or (ii) in connection with the sale or transfer of all or substantially all of the assigning party’s assets, the acquisition in one or a series of transactions by a person or group of fifty percent (50%) or more of the beneficial ownership of the assigning party, or a consolidation, business combination, merger, or similar transaction. Any assignment in contravention of this section is null and void.
Force Majeure. No failure, delay, or default in performance of any obligation of a party will constitute an event of default or breach of these Terms of Service to the extent that such failure to perform, delay, or default arises out of a cause that is beyond the control and without negligence of such party, including (but not limited to) natural disasters (e.g. lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; a local exchange carrier’s activities, and other acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; failures of telecommunications providers or internet service providers; and failures of third party suppliers, service providers or vendors. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
Applicable Law. These Terms of Service and any dispute arising out of or relating to the Services and/or these Terms of Service will be interpreted in accordance with the laws of the State of Nebraska, without regard to conflict-of-law provisions. Except as otherwise set forth herein, all disputes arising out of or related to these Terms of Service shall be subject to the exclusive jurisdiction and venue of the Nebraska state courts located in Lancaster County, Nebraska and federal courts of the District of Nebraska (unless we both agree to some other location). We each hereby expressly consent to the personal and exclusive jurisdiction of such courts.
Notices. You agree that we will provide notices, statements, and other messages to you in the following ways: (1) within the Services or (2) to the contact information you last provided us (e.g., e-mail, mobile number, physical address, etc.). You agree to keep your contact information up to date.
No Waiver; Cumulative Remedies. Either party’s failure to enforce any right or provision under these Terms of Service will not constitute a waiver of that right or provision. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service are in addition to (and not exclusive of) any other remedies permitted at law or in equity.
Severability. If any provision of these Terms of Service is deemed invalid, then that provision will be limited or eliminated by the court to the minimum extent necessary, and the remaining provisions of these Terms of Service will remain in full force and effect.
Entire Agreement. These Terms of Service, the terms you agree to during the Subscription Service Order Form or any Amendment to the Subscription Order Form, and any other policies, including but not limited our Privacy Policy, applicable to your use of the Services that we make available to you (each of which is incorporated by reference into these Terms of Service) constitute the sole and entire agreement between you and us, and supersede all prior and contemporaneous oral or written understandings or agreements with Maptician with respect to the Services. You acknowledge and agree that your agreement to these Terms of Service is not contingent upon the delivery of any future functionality or features not specified herein or in a Subscription Service Order Form or any Amendment to the Subscription Order Form or dependent upon any oral or written, public or private comments made by us with respect to future functionality or features for the Services. In the event of any conflict between the provisions in these Terms of Service and any Subscription Service Order Form or any Amendment to the Subscription Order Form, the terms of such Subscription Service Order Form or any Amendment to the Subscription Order Form will prevail.
Export. Both parties agree to comply with applicable US export and import laws and regulations. You will not permit your users to access or use the Services in violation of any U.S. export embargo, prohibition or restriction.
Third Party Services. The Services or our website may contain links to other sites, services, and products provided by third parties, which may include our affiliates or subsidiaries. Such links are provided for your convenience only. We have no control over such sites, services, and products and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites or services found within the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites or services.
Miscellaneous. You agree that these Terms of Service will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.
CONTACT US
In order to resolve a complaint regarding our Services or to receive further information regarding use of our Services, please contact us at: Maptician, Inc.
Address:
600 P Street, Suite 200
Lincoln, Nebraska 68508
Email:
legal@maptician.com