MapsPeople Terms and Conditions
Version 1.01 - Last modified: July 25, 2023
Preamble
The following MapsPeople Terms and Conditions specifically form a part of, and is incorporated into, the MapsPeople Customer Agreement between Customer and the Company and shall apply to any and all disputes between the parties. The term “Agreement” includes these MapsPeople Terms and all exhibits. All definitions in the Order Form shall have the same meaning in these MapsPeople Terms and Conditions.
Google Maps Platform Terms of Service
The provisions of this Section are applicable if indicated in an Order Form. Customer acknowledges that the Service is based on Google Maps API and the Google Maps Platform from Google, Inc., Mountain View, CA, USA. By using the Service, Customer accepts to be bound by all the Google Maps Platform Terms of Service, as amended from time to time, currently available here: https://cloud.google.com/maps-platform/terms/. Customer is responsible to check for changes, amendments, revisions and updates to the Google Maps Platform Terms of Service before using the Service, and any use of the Service after any such change, amendments, revision or updates shall constitute Customer’s accept of the then-current Google Maps Platform Terms of Service with such changes, amendments, revisions or updates. Customer agrees to be subject to all the terms and conditions, including all the fees imposed by Google from time to time for the use of Google Maps Platform and all the restrictions, as specified in the then-current Google Maps Platform Terms of Service, and not to use the Service, or permit it to be used, in any way inconsistent therewith or in breach thereof.
Please notice that Google may make changes to the Google Maps Platform Terms of Service, including pricing. For further information about notice periods and how notice is given, please see the Google Maps Platform Terms of Service (including, but not limited to clause 1.6.2). If Customer does not agree to the revised Google Maps Platform Terms of Service, Customer should stop using the Services.
MapBox Terms of Service
The provisions of this Section are applicable if indicated in an Order Form. Customer acknowledges that the Service is based on MapsPeople API and the MapBox Product from MapsBox, Inc., San Francisco, CA, USA. By using the Service, Customer accepts to be bound by all the MapBox Terms of Service, as amended from time to time, currently available here: https://www.mapbox.com/legal/tos. Customer is responsible to check for changes, amendments, revisions and updates to the MapBox Terms of Service before using the Service, and any use of the Service after any such change, amendments, revision or updates shall constitute Customer’s accept of the then-current MapBox Terms of Service with such changes, amendments, revisions or updates. Customer agrees to be subject to all the terms and conditions, including all the fees imposed by MapBox from time to time for the use of MapBox Product and all the restrictions, as specified in the then-current MapBox Terms of Service, and not to use the Service, or permit it to be used, in any way inconsistent therewith or in breach thereof.
Please notice that MapsBox may make changes to the MapBox Terms of Service, including pricing. For further information about notice periods and how notice is given, please see the MapBox Terms of Service (including, but not limited to the Changes to Services or Terms section). If Customer does not agree to the revised MapBox Terms of Service, Customer should stop using the Services.
MapsPeople MapsIndoors
The following terms and conditions are applicable to MapsPeople MapsIndoors / MapsPeople API products and Services. For terms and conditions applicable to the Google Maps Platform, or Mapbox Platform, please see the Google Maps Platform Terms of Service or Mapbox Terms of Service above.
1 SAAS SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement and Customer paying all Fees (as defined below), Company will use commercially reasonable efforts to provide Customer the Services in accordance with Company’s Service Level Terms, as amended from time to time, currently available here: http://mapspeople.com/legal/service-level-agreement.
1.2 Subject to the terms hereof, Company will provide Customer with reasonable, remote technical support services via electronic mail. If Customer needs technical support, Customer must initiate a Helpdesk ticket to the Company via this link: https://support.mapspeople.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.
2 RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.2 Customer agrees that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it reasonably believes may be (or alleged to be) in violation of the foregoing by giving 5 days’ notice, provided Company may prohibit any use of the Services without notice, if it reasonably believes the violation is material.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by the Receiving Party without obligation of confidentiality prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law, provided prior to such disclosure the Receiving Party provides the Disclosing Party written notice and an opportunity to limit such disclosure.
3.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions, deliverables or other technology developed in connection with Implementation Services or support or any other services provided by, or on behalf of, the Company, and (c) all intellectual property rights related to any of the foregoing.
3.3 In order for Company to improve MapsPeople MapsIndoors / MapsPeople API, Company may collect and analyze data and other information relating to the Service on the following terms. Notwithstanding anything to the contrary, and subject to applicable privacy laws, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) use and disclose such data in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Please notice that this clause only applies to MapsPeople MapsIndoors / MapsPeople API. Company is not able to collect any data specific Customer Data from Google Maps.
3.4 Notwithstanding this Agreement, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software or other MapsPeople materials provided to Customer shall be owned by MapsPeople, and Customer hereby agrees to assign and automatically assigns any such rights to MapsPeople.
3.5 Under this Agreement, and in regards to marketing activities, both parties shall be entitled to make reference to the other parties' brand when promoting the products. Such references and promotions shall be in accordance with both parties' guidelines.
General terms and conditions
The following terms and conditions are applicable to MapsPeople MapsIndoors / MapsPeople API products and Services and Google Maps Platform products and Services unless otherwise specifically stated.
4. PAYMENT OF FEES
4.1 Customer shall pay Company the then applicable fees described in the Order Form or the Agreement for the Services and Implementation Services in accordance with the terms therein (the “Fees”). Customer shall be responsible for all applicable, if any, sales tax, GST, VAT or similar taxes in addition to the Fees listed. If Customer’s use of the Services exceeds the Service capacity set forth on this Agreement, if any, or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage, and Customer agrees to pay the additional fees in the manner provided herein.
4.2 This clause 4.2 is only applicable to MapsPeople MapsIndoors / MapsPeople API products and Services. For information about changes in fees and charges for Google Maps Platform, please see the Google Maps Platform Terms of Service above. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer continues the use of the Service after the effective date of a duly noticed Fee change or new Fees, it shall constitute Customer’s consent as to such Fee change or new Fees. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
4.3 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company fourteen (14) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services. Customer shall pay all costs, expenses and fees related to the collection of any outstanding balances or Fees, including all attorneys’ fees and court/arbitration costs. If Company does not receive full payment according to this Agreement, Company shall be entitled to terminate this Agreement with immediate effect within 10 days of sending Customer a payment reminder.
4.4 All prices are listed in EURO (€) and are exclusive of VAT. All prices are adjusted annually according to the greater of the previous year's increase in the Consumer Price Index or [Deal.Indexation]% indexation starting on the 1st of January ________.
5. TERM AND TERMINATION
5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and it shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least 3 months prior to the end of the then-current term.
5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice, or upon fifteen (15) days’ notice in the case of nonpayment, if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination or expiration will survive such termination or expiration, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. WARRANTY AND DISCLAIMER
6.1 Company shall use reasonable efforts to maintain the Services in accordance with this Agreement and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail or posting on the site of any scheduled service disruption.
6.2 COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. INDEMNITY
7.1 Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any applicable European Union Member Nation, United Kingdom, United States, Canada, Japan or Australia patent or any copyright or misappropriation of any trade secret, as determined in a final judgment from a court of competent jurisdiction, provided (i) Company is immediately notified of any and all threats, claims and proceedings related thereto, (ii) Company has sole control of the defense, and (iii) Customer cooperates in the defense of the claim. Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement subject to indemnification, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service. This Section states the entire liability of Company with respect to any claim of infringement regarding the Service.
8. LIMITATION OF LIABILITY
8.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, RESTITUTION OR OTHER THEORY: (A) FOR ANY USE OF THE SERVICES OR ANY INFORMATION OR DATA PROVIDED ON OR VIA THE SERVICES, INCLUDING ERRORS OR OMISSIONS THEREIN; (B) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (C) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL OR PUNITIVE DAMAGES; (D) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
9. GOVERNING LAW AND ARBITRATION
9.1 This Agreement, and any use of the Services by the Customer or any other user, including Customer's personnel and end-users, shall be governed and construed by the laws of Denmark without regard to its conflict of laws provisions of any jurisdiction.
9.2 Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, or arising out of or related to any use of the Services by the Customer or any other user, including Customer's personnel and end-users, shall be exclusively and finally settled in Denmark by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
9.3 Despite the arbitration procedure agreed upon above, Company shall not be precluded from seeking preliminary injunctions or other equitable relief via the appropriate judicial authority anywhere in the world.
10. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer via operation of law or otherwise, except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement including in connection with a demerger, merger, transfer of business or business unit or the like without consent by giving notice after such transfer. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Company in any respect whatsoever. Company may send any notices under this Agreement by email to the email address provided by Customer, and any such email notice shall be deemed given on the day sent.
11. RESELLER
In the event the Order Form indicates that Customer is a "Reseller" then the following provisions will apply for reselling the Software indicated in the Order Form. For purposes of this Section "Reseller" shall mean "Customer".
11.1 MapsPeople hereby grants Reseller a nonexclusive and nontransferable license and right to market and license the Software identified on the Order Form (in object code form only, to its customers in the Territory indicated in the Order Form (each an “End Users”), subject to the provisions specified herein. Reseller may license the Software to any End Users in the Territory.
11.2 Reseller agrees to allocate and apply sufficient resources and qualified personnel to promote the Software, perform its duties, and to provide the Services hereunder, actively and diligently.
11.3 Reseller warrants that it: (i) has the right to enter into this Agreement; (ii) will not misrepresent the functionality or performance of the Software or Reseller’s support capabilities; (iii) shall perform any services for End Users in a professional and workmanlike manner; (iv) will not misrepresent the Software or the capabilities of MapsPeople to prospective End Users; and (v) will at all times protect and promote the goodwill of MapsPeople.
11.4 All licensing and use of the Software must be evidenced by a written license agreement (the “End User Agreement”) executed by Reseller and each End User. Each End User Agreement shall contain at a minimum the following terms and conditions:
- “Confidentiality” - Reseller agrees to include all Software under the definition of confidential materials;
- “Warranty” - Reseller agrees (i) not to offer any warranties regarding the Software which are inconsistent with a warranty that the Software will comply with MapsPeople’s user documentation. However, Reseller may choose the time period for which Reseller warrants the Software, provided that Reseller will be solely responsible for and shall indemnify MapsPeople from and against any and all liabilities to any End User arising from a breach of warranty claim regarding the Software and (ii) to include standard software industry disclaimers on behalf of MapsPeople; and
- “Limitation of Liability” – Reseller agrees to (i) limit MapsPeople’s liability to an amount not to exceed that specified as the license fees paid by the End User in the six (6) month period prior to the claim, and (ii) include those disclaimers of damages also specified.
- “Marketing” – Reseller agrees to include a provision in the End User Agreements allowing MapsPeople to use End User’s name in MapsPeople’s marketing materials and to allow MapsPeople to contact End User directly as a reference for the Software.
11.5 In addition, the End User's use of the Software shall be subject to MapsPeople's standard terms and conditions. Reseller shall be responsible for all related invoicing and collections. Reseller agrees to retain copies of all executed End User Agreements and further agrees to make such agreements available to MapsPeople upon request.
11.6 Reseller shall provide MapsPeople with written reports on a quarterly basis, in such form and format as MapsPeople may specify from time to time. Such reports shall, at a minimum, contain information detailing the sales for the Software for the applicable reporting month as well as year-to-date totals. Such detail shall include at a minimum the names of the End Users, the locations of the Software, and the Services being used by End Users.
11.7 Reseller shall defend, indemnify and hold MapsPeople, its officers, directors, employees and licensors harmless from and against any (i) claims by an End User or any other party arising out of Reseller’s provision of Services; (ii) misrepresentation made by Reseller to an End User regarding the Software or its capabilities; (iii) actions arising out of End User’s use of the Software; or (iv) actions arising out of an End User’s breach of warranty claim.