Effective Date: November 1, 2020
This Mapline User Agreement (“Agreement”) is a binding contract between Customer and Mapline Inc.(“Mapline,” “we,” or “us”) governing use of the Mapline Platform (defined below). If you are an individual purchasing access to the Mapline Platform on your own behalf, the term “Customer” means you. If you are purchasing access to the Mapline Platform on behalf of another individual, company, organization, or other entity, then “Customer” refers to such individual, company, organization, or other entity. If a valid and signed agreement exists between Customer and Mapline related to the subject matter hereof, those terms take precedence over these terms unless otherwise agreed by the parties in relation to a specific order.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING AN ORDER FORM OR OTHER DOCUMENT THAT REFERENCES THIS AGREEMENT, BY USING (OR MAKING ANY PAYMENT FOR) THE MAPLINE PLATFORM, OR BY OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU: (1) AGREE TO THIS AGREEMENT ON BEHALF OF CUSTOMER; AND (2) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE MAPLINE PLATFORM. Mapline may change this Agreement at any time. We will make reasonable efforts to provide you with prior notice of any material changes to this Agreement. Your continued use of the Mapline Platform after any change to this Agreement means that you accept all such changes. You should consult this Agreement each time you access the Mapline Platform to view any changes. This Agreement was last modified on the date indicated above.
- Use of the Mapline Platform.
- Mapline Platform. The “Mapline Platform” collectively refers to Mapline’s website found at https://mapline.com (“Website”), Mapline’s proprietary web-based software platform (“SaaS Solution”), any application programming interface information made available by Mapline (“APIs”), any browser extensions, downloadable software plug-in, or other software extension made available by Mapline (collectively, “Plug-Ins”), any mobile applications made available by Mapline (“Apps”), and any content, data, user interfaces, designs, or information made available via the SaaS Solution, APIs, Plug-Ins, or Apps, and any information generated by the SaaS Solution, APIs, Plug-Ins, or Apps (whether derived from User Content, other Mapline Data, or otherwise) (collectively, “Mapline Data”). Any person for whom Customer has paid all applicable fees for access to or use of the Mapline Platform is an “Authorized User.” The Mapline Platform enables Authorized Users to (1) create tables, maps, charts, reports, dashboards, forms, surveys, and other visual representations (collectively, “Visualizations”) of their own User Content or of Mapline Data, and (2) gather information from internal personnel or third parties via forms or surveys (each, a “Form) and create Visualizations to facilitate analysis of such information.
- Subject to Customer’s and each Authorized User’s compliance with this Agreement, Mapline hereby grants to Customer a limited, revocable, non-exclusive, non-sublicenseable, non-transferable license, during the subscription term purchased by Customer, by and through its Authorized Users to: (i) access and use the Website and SaaS Solution; (ii) download, install, send and receive calls from, and otherwise use the APIs; and (iii) download, install, and use the Plug-Ins and Apps on compatible authorized devices that Customer or such Authorized User owns or controls; in each case, solely in connection with Customer’s internal business purposes in accordance with the Scope Limitations and the Documentation.
- Subject to Customer’s and each Authorized User’s compliance with this Agreement, Mapline hereby grants to Customer a limited, revocable, non-exclusive, non-sublicenseable, non-transferable license, during the subscription term purchased by Customer, by and through its Authorized Users to: (i) use the Mapline Data to create Visualizations; and (ii) use, distribute, and commercialize Visualizations created by Customer; in each case, solely in accordance with the Attribution Requirements, any scope limitations identified in the subscription level purchased by Customer, and any accompanying documentation. All Visualizations (including any screenshots or other derivatives thereof) must include (x) all proprietary rights notices or trademarks included within the Visualizations when generated within the Mapline Platform, (y) attribution to Mapline, and (z) must be in compliance with any third party licenses applicable to the Visualizations or the data appearing in the Visualizations (collectively, the “Attribution Requirements”). Customer can determine what additional licenses apply to the Visualizations or the data used by visiting https://mapline.com/attribution.
- Deactivation. Mapline may, at any time and without notice to Customer: (1) restrict, deactivate, and/or terminate Customer’s access to the Mapline Platform (or any portion thereof); or (2) terminate or modify the Mapline Platform (or any portion thereof). Mapline will not be liable to Customer or any third party for any termination of or modification to the Mapline Platform regardless of the reason for such termination or modification. If Customer is dissatisfied with any termination or modification of the Mapline Platform, Customer’s only remedy is to stop using the Mapline Platform.
- Privacy Notice. Please review Mapline’s Privacy Notice, which also governs Customer’s and its Authorized Users’ use of the Mapline Platform, for information on how Mapline collects, uses and shares Account Information (defined below).
- Consent to Electronic Communications. By using the Mapline Platform, Customer consents to receiving certain electronic communications from Mapline as further described in our Privacy Notice. If Customer signs up to receive text messages from Mapline, Customer agrees that Mapline may send marketing and/or informational text messages to the phone number provided via an automatic telephone dialing system. Consent is not required as a condition to purchase products or services. Message and data rates may apply. Please read our Privacy Notice to learn more about our electronic communications practices, and for information on how to opt out of electronic communications. Customer agrees that any notices, agreements, disclosures, or other communications that Mapline sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.
- Consent for Third Party Communications. Customer may be able to use the Mapline Platform to send text messages (including via automatic telephone dialing system), emails, or other communications, which may include marketing content, to third parties and individuals. Customer represents and warrants that it: (1) has obtained and will continue to have all required consents to send text messages, emails, or other communications using the Mapline Platform; and (2) will comply with all applicable laws. Customer acknowledges and agrees that it controls the sending of communications it initiates through the Mapline Platform and that Mapline is limited to facilitating Customer’s communications transmissions at Customer’s direction.
- Registration; Eligibility; Restrictions.
- Authorized Users. Mapline might require Customer to complete a registration process to enable its Authorized Users to access certain parts of the Mapline Platform. Customer must complete the registration process by providing us with current, complete, and accurate information, as prompted by the applicable registration form. Customer is responsible for ensuring that each of Customer’s Authorized Users complies with this Agreement and Customer is fully responsible and liable for the acts and omissions of each of Customer’s Authorized Users as if they were Customer’s own acts or omissions.
- Eligibility. Customer represents and warrants that all Authorized Users are at least 18 years of age and have not been previously suspended or removed from the Mapline Platform.
- Credentials and Account Information. As part of the registration process, Customer may be asked to select a username, password, or other login credentials, or may be given the option to use credentials from another service provider to login to the Mapline Platform (“SSO”) (collectively, “Credentials”). Mapline will also collect information that relates to Customer and/or its Authorized Users in connection with the use and administration of the Mapline Platform (together with Credentials, “Account Information”). Customer is entirely responsible for maintaining the security and confidentiality of Customer’s and its Authorized Users’ Credentials (including SSO credentials, if applicable). Customer agrees to notify Mapline immediately of any unauthorized use of Customer’s or its Authorized Users’ account(s) or any other breach of security. To notify us, contact us through Mapline’s contact form at https://mapline.com/contact-us. Customer is responsible for all use of the Mapline Platform occurring under Customer’s and its Authorized Users’ accounts and all content posted by Customer’s and its Authorized Users’ account on the Mapline Platform. Mapline will not be liable for any loss that Customer incurs as a result of someone else using Customer’s or its Authorized Users’ Credentials or account. Customer may be held liable for any losses incurred by Mapline or a third party due to someone else using Customer’s or its Authorized Users’ account or Credentials.
- Customer’s Responsibilities and License Restrictions. Customer and its Authorized Users may use the Mapline Platform solely for lawful purposes, as intended through the provided functionality of the Mapline Platform. Customer and its Authorized Users may not use the Mapline Platform in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Mapline Platform. Customer and its Authorized Users may not attempt to gain unauthorized access to the Mapline Platform, user accounts, or computer systems or networks, through hacking, password mining, or any other means. Without limiting any of the foregoing, Customer and its Authorized Users may not (nor allow or assist any third party to):
We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce this Agreement.
- use, copy, install, transfer, or distribute the Mapline Platform, except as expressly permitted in this Agreement;
- modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Mapline Platform;
- remove or alter any copyright, trademark, or other proprietary rights notices contained in or on the Mapline Platform or in or on any Visualization, content, or other material obtained through the Mapline Platform or the use of the Mapline Platform;
- distribute or commercialize the Mapline Data outside your organization except as embedded within Visualizations as expressly permitted in this Agreement;
- probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
- reformat, mirror, or frame any portion of the web pages that are part of the Mapline Platform, except as specifically intended by the functionality of the Mapline Platform;
- express or imply that any statements Customer makes are endorsed by us, without our prior written consent in each instance;
- transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component;
- use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Mapline Platform or its contents;
- harvest or collect information about other users without their prior written consent;
- undertake, cause, permit, or authorize the translation, reverse engineering, disassembling, or hacking of any aspect of the Mapline Platform, or attempt to do any of the foregoing, except and solely to the extent described in this Agreement, the Mapline Platform’s authorized features, or by law, or otherwise attempt to use or access any portion of the Mapline Platform other than as intended by Mapline;
- access, tamper with, or use non-public areas of the Mapline Platform, Mapline’s (and its service providers’) computer systems and infrastructure, or the technical delivery systems of Mapline’s service providers;
- harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including Mapline employees, and other users of the Mapline Platform;
- solicit, or attempt to solicit, personal information from other users of the Mapline Platform, except as permitted through the Mapline Platform’s intended functionality;
- restrict, discourage, or inhibit any person from using the Mapline Platform;
- gain unauthorized access to the Mapline Platform, to other users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Mapline Platform;
- violate any applicable federal, state, or local laws, regulations;
- use the Mapline Platform in violation of Mapline’s or any third party’s intellectual property or other proprietary or legal rights; or
- use or access the Mapline Platform to build a competing service.
- User Content.
- User Content Generally. Certain features of the Mapline Platform may permit Customer and its Authorized Users to upload content to the Mapline Platform and solicit content via Surveys, including files, spreadsheets, comments, photos, video, images, data, text, and other types of works (“User Content”). User Content does not include Account Information.
- Limited License Grant to Mapline. Customer hereby grants Mapline a worldwide, perpetual, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute Customer’s User Content, in whole or in part, in any and all media or distribution methods (now known or later developed) in accordance with the settings on Customer’s account and the features of the Mapline Platform Customer and its Authorized Users elect to use. User Content may be used internally to improve the usability, functionality, and accuracy of the Mapline Platform.
- Limited License Grant to Other Users. By posting or sharing User Content with other users of the Mapline Platform or the public, Customer grants those users or the public (as applicable) a non-exclusive license to access and use that User Content for any purpose without payment or restriction unless otherwise restricted by Customer at the time of posting.
- Restrictions; Data Retention. “Sensitive Personal Information” is personal information that may pose a risk of harm to an individual if improperly disclosed, including, without limitation, (1) government issued identifiers such as Social Security number, Individual Tax Identification Number, driver’s license number, or passport number; (2) financial information, including payment card information or other financial account numbers; (3) health or medical information, including health insurance information; (4) security information for third party accounts; and (5) sensitive or special categories of personal information as defined under applicable privacy laws. Sensitive Personal Information is not permitted on the Mapline Platform. Customer shall not upload or otherwise submit any Sensitive Personal Information to Mapline in connection with the Mapline Platform. Customer agrees that Mapline will have no responsibility or liability with respect to any such Sensitive Personal Information that is processed, transmitted, disclosed, or stored in connection with the Mapline Platform. Mapline is not responsible for performing, and is not liable for any failure to perform, any back-up of any User Content provided, processed, or stored in or through the Mapline Platform. Mapline recommends that Customer perform regular exports and back-ups of Customer’s User Content. Upon deactivation of a Mapline account, all data associated with that account may be deleted.
- User Content Representations and Warranties. Customer is solely responsible for Customer’s User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, Customer affirms, represents, and warrants that:
- Customer is the creator and owner of the User Content, or has the necessary licenses, rights, consents, and permissions to authorize Mapline and users of the Mapline Platform to use and distribute Customer’s User Content as necessary to exercise the licenses granted by Customer in this section, in the manner contemplated by the Mapline Platform, and this Agreement; and
- Customer’s User Content, and the use of Customer’s User Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Mapline to violate any law or regulation.
- User Content Disclaimer. We are under no obligation to edit or control User Content that Customer or other users post or publish, and will not be in any way responsible or liable for User Content. Mapline may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates this Agreement or is otherwise objectionable. Customer understands that when using the Mapline Platform Customer will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. Customer agrees to waive, and does hereby waive, any legal or equitable right or remedy Customer has or may have against Mapline with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Mapline does not permit copyright-infringing activities on the Mapline Platform.
- Usage Data. Mapline shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Mapline Platform, and related systems and technologies in a de-identified and aggregated form (“Usage Data”) and Mapline will be free (during and after the Term) to use such Usage Data solely to maintain, improve, and enhance the Mapline Platform and for other development, diagnostic, and corrective purposes in connection with the Mapline Platform and other Mapline offerings. Please see Mapline’s Privacy Notice for additional details.
- Payment Terms and Order Processing.
- Fees. Access to the Mapline Platform, or certain features of the Mapline Platform, may require Customer to pay fees, including one-time fees or fees on a subscription basis, and may provide Customer the option to activate recurring automatic payments for recurring fees. If Customer activates or updates recurring payments through the Mapline Platform, Customer authorizes Mapline or its third-party service providers to periodically charge, on a going-forward basis and until cancellation, all accrued sums on or before the payment due date for the accrued sums. Recurring subscriptions automatically renew unless they are cancelled via a method described in the Mapline Platform at least 24 hours before the end of the current subscription period. All fees are nonrefundable.
- Taxes, Fees, Late Payments. All fees are quoted exclusive of taxes and fees. Customer is responsible for all taxes and fees that apply to the Mapline Platform, excluding taxes on Mapline’s income. Customer is responsible for any reasonable costs Mapline incurs to collect any unpaid or past due amounts, including reasonable attorneys’ fees and other associated costs. Delinquent payments will bear interest at the rate of 1.5% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full. If Customer requests Customer’s credit card issuer to reverse a payment, Mapline is charged a fee that may be a significant multiple of the amount Mapline initially received. Accordingly, in such circumstances, Mapline may seek to recover those fees from Customer and may terminate Customer’s account (including deleting User Content) or suspend Customer’s ability to add additional User Content to Customer’s account in Mapline’s sole discretion. If Customer’s credit card expires or payment information is otherwise invalid, or Customer makes changes to Customer’s billing details too close in time to when fees are due (so Mapline cannot reasonably act on Customer’s changes prior to billing), Mapline will bill the current charges to the card it had on record, Customer’s continued use of the Mapline Platform constitutes Customer’s authorization for Mapline to do so, and Customer remains responsible for any uncollected amounts and any charges incurred by Customer or Mapline as a result of billing to an invalid card. All charges will be due and payable in the currency specified by Mapline when Customer enters the transaction.
- Changes. Mapline may change the fees for the Mapline Platform at any time. If Mapline changes any fees, including by adding additional fees or charges, Mapline will provide advance notice of those changes. If Customer does not accept the changes, Mapline may discontinue providing the Mapline Platform to Customer. If Customer changes a subscription plan or recurring payment, Customer’s account will be downgraded or modified to reflect that change immediately which may result in the loss of access to Customer’s previous account and loss of any User Content Customer may have uploaded to its previous account. No pro rata refunds are provided if an account is downgraded in the middle of a billing period.
- Free Trial. Mapline may offer a free trial period during which Customer can use the Mapline Platform for a limited period of time. Customer can manage or cancel the trial subscription through any methods described by Mapline.
- Payment Processing. Payment processing services for Mapline are provided by a third-party payment processor, Stripe Inc. (“Stripe”). Stripe uses Customer’s credit card to make payments for the Mapline Platform. The processing of credit card charges or credits, as applicable, relating to Customer’s use of the Mapline Platform will be subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). Customer hereby agrees to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time as set forth therein. As a condition of Mapline enabling payment processing services through Stripe, Customer agrees to provide Mapline accurate and complete information about Customer, and Customer authorizes Mapline to share it and transaction information related to Customer’s use of the payment processing services provided by Stripe.
- Term and Termination.
- Term. The term of this Agreement will commence on the date on which Customer first accesses or uses the Mapline Platform in any way and will continue so long as Customer continues to access or use the Mapline Platform, unless earlier terminated by Mapline.
- Termination and Other Remedies. Mapline may take whatever lawful actions it may deem appropriate in response to actual or suspected violations of this Agreement including termination of this Agreement, the suspension or termination of Customer’s access or account, or blocking Customer from access to the Mapline Platform.
- Effect of Termination. The following Sections of this Agreement will survive termination or expiration of this Agreement: 1.D, 2, 3, 4, 5.C, 6 – 29. Payments by Customer, which accrue or are due before termination or expiration of this Agreement, will continue to be payable by Customer, and amounts owed to Mapline at the time of such termination or expiration, will continue to be owed by Customer after such expiration or termination.
- Proprietary Information. The Mapline Platform, including any content, modifications, enhancements, and updates, and all intellectual property rights therein (collectively, “Proprietary Information”), is owned by Mapline and its licensors, as applicable. The Proprietary Information is licensed, rather than sold, to Customer pursuant to this Agreement. Customer have no rights in the Proprietary Information, other than the rights and licenses specifically granted to Customer pursuant to this Agreement.
- Trademarks. Customer acknowledges that Mapline has acquired, and is the owner of, common law or registered trademark rights in the name and word mark “Mapline” and in the other marks and design marks displayed on the Mapline Platform. Customer acknowledges that this name and these marks are famous and internationally known. Customer will not, at any time or for any reason, challenge the validity of, or Mapline’s ownership of, the foregoing name and marks, and Customer waives any rights Customer may have at any time to do so. Customer may not use our name or marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. All use of the foregoing name and marks by Customer will inure exclusively to the benefit of Mapline. All marks shown on the Mapline Platform but not owned by Mapline are the property of their respective owners.
- Digital Millennium Copyright Act.
- DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If Customer has an intellectual property rights-related complaint about material posted on the Mapline Platform, Customer may contact our Designated Agent at the following address:
ATTN: Legal Department (Copyright Notification)
PO Box 749, Pleasant Grove, UT 84062, USA
Any notice alleging that materials hosted by or distributed through the Mapline Platform infringe intellectual property rights must include the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
- a description of the copyright-protected work or other intellectual property right that Customer claims has been infringed;
- a description of the material that Customer claims is infringing and where it is located on the Mapline Platform;
- Customer’s address, telephone number, and email address;
- a statement by Customer that Customer has a good faith belief that the use of those materials on the Mapline Platform is not authorized by the copyright owner, its agent, or the law; and
- a statement by Customer that the above information in Customer’s notice is accurate and that, under penalty of perjury, Customer is the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
- Repeat Infringers. Mapline will promptly terminate without notice the accounts of users that are determined by Mapline to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had User Content removed from the Mapline Platform at least twice.
- Third-Party Materials, Third Party Fees, and Linked Websites.
- Access to Third Party Materials. The Mapline Platform may provide Customer with access to third party websites, data, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services (e.g., maps, geolocation data) (collectively, “Third Party Materials”).
- No Control Over Third Party Materials. Mapline does not have or maintain any control over Third Party Services, and is not and cannot be responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third Party Materials, Mapline does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third Party Materials.
- Disclaimer of Liability for Third Party Materials. Customer is solely responsible for taking the precautions necessary to protect Customer from fraud when using Third Party Materials, and to protect Customer’s computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third Party Materials. Mapline disclaims any and all responsibility or liability for any harm resulting from Customer’s use of Third Party Materials, and Customer hereby irrevocably waives any claim against Mapline with respect to the content or operation of any Third Party Materials.
- Third Party Fees. Customer’s use of the Mapline Platform may incur third party fees, such as fees charged by Customer’s carrier for data usage or fees charged by a third-party storage, or data provider, or other service provider, and may be subject to third party terms, such as Customer’s carrier’s terms of service, and Customer agrees to pay all of those fees and abide by all of those terms. Customer is solely responsible for all of those fees incurred by Customer for use of the Mapline Platform
- Disclaimer of Warranty. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MAPLINE PLATFORM IS PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH CUSTOMER. CUSTOMER ACKNOWLEDGES THAT, BECAUSE OF THE NATURE OF THE INTERNET, THE MAPLINE PLATFORM MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION, DATA, AUDIO, AND VIDEO TRANSMITTED OVER THE INTERNET MAY BE SUBJECT TO INTERRUPTION OR THIRD-PARTY INTERCEPTION AND MODIFICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, MAPLINE DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF MAPLINE, ITS AFFILIATES OR SERVICE PROVIDERS, MAPLINE’S CONTENT PROVIDERS, AND/OR THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS, AND/OR CONTRACTORS (COLLECTIVELY, THE “MAPLINE PARTIES”) WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE MAPLINE PLATFORM. MAPLINE CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES, OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, THE INTERNET, OR FOR CUSTOMER’S MISUSE OF ANY CONTENT AND INFORMATION ACCESSED THROUGH THE MAPLINE PLATFORM. CUSTOMER’S USE OF THE MAPLINE PLATFORM AND YOUR RELIANCE UPON MAPLINE DATA OR ANY OF THE RESPECTIVE CONTENT IS AT YOUR SOLE RISK.
- Limitation of Liability.
- LIMITATION. TO THE FULLEST EXTENT PERMITTED BY LAW: (1) CUSTOMER IS SOLELY RESPONSIBLE FOR: (A) CUSTOMER’S AND EACH AUTHORIZED USER’S USE OF THE MAPLINE PLATFORM; AND (B) ANY DAMAGES INCURRED BY CUSTOMER, AN AUTHORIZED USER, OR ANY THIRD PARTY THAT ARISE FROM OR ARE RELATED TO THE MAPLINE PLATFORM; (2) THE AGGREGATE LIABILITY OF THE MAPLINE PARTIES FOR ANY DAMAGES, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, WILL BE LIMITED TO ACTUAL DAMAGES PROVED, AND NOT TO EXCEED THE GREATER OF THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION) OR $100; AND (3) NONE OF THE MAPLINE PARTIES WILL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH MAPLINE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- INDEPENDENT INVESTIGATION. CUSTOMER REPRESENTS THAT CUSTOMER HAS INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE MAPLINE PLATFORM AND THE POSSIBLE RISKS INVOLVED IN USING THE MAPLINE PLATFORM. CUSTOMER AGREES TO MAINTAIN ITS OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.
- Third Party Disputes. MAPLINE IS NOT AFFILIATED WITH ANY CARRIER, SERVICE PROVIDER, OR THIRD PARTY SERVICE, AND ANY DISPUTE CUSTOMER HAS WITH ANY CARRIER, SERVICE PROVIDER, THIRD PARTY SERVICE OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE MAPLINE PLATFORM, IS DIRECTLY BETWEEN CUSTOMER AND THAT THIRD PARTY, AND CUSTOMER IRREVOCABLY RELEASES THE MAPLINE PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THOSE DISPUTES.
- Indemnity. To the fullest extent permitted by law, Customer will defend, indemnify, and hold the Mapline Parties harmless against any loss or damage of any kind (including attorneys’ fees and lost revenues) arising from: (1) any breaches by Customer or its Authorized Users of this Agreement or any representation, warranty, or covenant contained in this Agreement; (2) any use of the Mapline Platform not specifically authorized in this Agreement or on the Mapline Platform; and (3) any claims and actions against any Mapline Party by other parties to whom Customer allow access to the Mapline Platform.
- Procedure. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, and in such case, Customer agree to cooperate with our defense of such claim. Customer will not, in any event, settle any such claim or matter without our written consent.
- Force Majeure. Any computer system, service, or electronic device, whether it is Customer’s, an internet service provider’s, a mobile network operator’s, or ours, can experience unanticipated outages, slowdowns, or capacity limitations. As a result of high internet traffic volume, transmission problems, systems capacity limitations, and other problems, Customer may experience difficulty accessing the Mapline Platform or communicating with us through the internet or other electronic and wireless services. The Mapline Platform may be unavailable during system maintenance, for security precautions, or when interrupted by circumstances beyond our control. Mapline will not be liable for any delay or failure to perform any obligation in this Agreement if the delay or failure is due to any of the foregoing or for any other unforeseen events that are beyond Mapline’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic/pandemic, or governmental action.
- Dispute Resolution. Any claim, dispute, or controversy between the parties arising out of or relating to this Agreement which cannot be satisfactorily settled by the parties will be finally and exclusively settled by binding arbitration (“Arbitration”) upon the written request of either party. The Arbitration will be administered under the American Arbitration Association’s Commercial Dispute Resolution Procedures in force when the notice of arbitration is submitted (the “Rules”). The Arbitration will be conducted by one arbitrator selected in accordance with the Rules. The seat of the Arbitration will be in the state of Utah. The Arbitration will be conducted in English. The Arbitration award will be final and binding upon the parties, and judgment upon such award may be entered in any court having jurisdiction. The Arbitration proceedings and any award will be each party’s Confidential Information. The arbitrator’s award may include compensatory damages against either party but the arbitrator will not be authorized to and will not award punitive damages against either party. Nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (A) seek injunctive relief in a court of law; or (B) to file suit in a court of law to address an intellectual property infringement claim.
- Cooperation with Authorities. Mapline may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Notice, Mapline may disclose any information as Mapline deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in Mapline’s sole discretion.
- Protected Activity Not Prohibited. Nothing in this Agreement will in any way limit or prohibit Customer from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in, any investigation or proceeding (“Protected Activity”) that may be conducted by any federal, state, or local government agency or commission (“Government Agencies”). In connection with such Protected Activity, Customer is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, Mapline. In making any such disclosures or communications, Customer agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Mapline confidential information to any parties other than the Government Agencies.
- Governing Law. This Agreement is governed by Utah law without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Subject to Section 14, all claims arising under this Agreement will be litigated exclusively in the federal or state courts in the state of Utah. The parties submit to the jurisdiction in those courts. In any proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. We operate the Mapline Platform from our offices in the United States, and we make no representation that the Mapline Platform is appropriate or available for use in other locations.
- Feedback. If Customer provides any feedback to Mapline concerning the functionality and performance of the Mapline Platform (including identifying potential errors and improvements), Customer hereby assign to Mapline all right, title, and interest in and to such feedback, and Mapline is free to use such feedback without payment or restriction.
- Entire Agreement; Variation. This Agreement and the Privacy Notice set forth the entire agreement between Mapline and Customer with respect to the Mapline Platform. This Agreement supersedes and governs all previous oral and written communications regarding these matters, including any prior trial agreement or non-disclosure agreement entered into between the parties, all of which are terminated and superseded by this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter this Agreement.
- Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, such provisions will be modified, or if not possible, severed, to reflect the fullest valid, legal, and enforceable expression of the intent of the parties, and the remainder of this Agreement will not be affected thereby.
- Relationship of Parties. Nothing in this Agreement will be deemed to create an employer-employee relationship between Mapline and Customer, nor any agency, joint venture, or partnership relationship between the parties. Neither party will have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.
- Waiver. No delay, omission, or failure to exercise any right or remedy provided under this Agreement will be deemed to be a waiver thereof or an acquiescence to the event giving rise to such right or remedy, or a waiver of or acquiescence to any other right, remedy, or event.
- Assignment. Neither this Agreement nor any of the rights granted to Customer herein may be assigned or transferred by Customer, whether voluntarily or by operation of law, without the express prior written permission of Mapline and any attempt to do so will be null and void. Mapline may assign or transfer this Agreement at any time without Customer’s permission.
- Third-Party Beneficiaries. There are no intended third-party beneficiaries of this Agreement, except as described in Section 28 (Notice Regarding Apple).
- Interpretation. If Mapline provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in this Agreement is for convenience only, and in no way defines or explains any section or provision. Any use of the term “including” or variations thereof in this Agreement should be construed as if followed by the phrase “without limitation.”
- NOTICE FOR CALIFORNIA USERS. Under California Civil Code Section 1789.3, Authorized Users located in California are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
- Publicity. If Customer is an entity or organization, Customer agrees that Mapline may list Customer as a customer of Mapline and use Customer’s name and logo for marketing or promotional purposes and in other communication with existing or potential Mapline customers, resellers, or investors. Customer may revoke this consent at any time by sending an email through Mapline’s contact form at https://mapline.com/contact-us.
- Notice Regarding Apple. If Customer are using our mobile applications on an iOS device, the terms of this Section 28 apply. Customer acknowledge that this Agreement is between Customer and Mapline only, not with Apple, and Apple is not responsible for the Mapline Platform or its content. Apple has no obligation to furnish any maintenance or support services with respect to the Mapline Platform. If the Mapline Platform fails to conform to any applicable warranty, Customer may notify Apple and Apple will refund any applicable purchase price for the mobile application to Customer; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Mapline Platform. Apple is not responsible for addressing any claim by Customer or any third party relating to the Mapline Platform or Customer’s possession or use of the Mapline Platform, including: (a) product liability claims; (b) any claim that the Mapline Platform fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, or discharge of any third party claim that the Mapline Platform or Customer’s possession and use of the mobile application infringe that third party’s intellectual property rights. Customer agree to comply with any applicable third party terms when using the Mapline Platform. Apple and Apple’s subsidiaries are third party beneficiaries of Section 28 of this Agreement, and upon Customer’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 28 of this Agreement against Customer. Customer hereby represent and warrant that: (i) Customer 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 (ii) Customer are not listed on any U.S. Government list of prohibited or restricted parties.
- Contact Us. Mapline’s address is PO Box 749, Pleasant Grove, UT 84062, USA. If Customer have any questions about this Agreement or otherwise, Customer may contact us by sending correspondence to that address or by contacting us through our contact form at https://mapline.com/contact-us/.