Make sure you read the agreement in full before signing it. This agreement is between Mapped and you or your company, applies only to the products and services mentioned in the agreement, and starts when you activate the Mapped product or when an order form is signed by both parties.
If we make any material or significant changes to the terms of the agreement, we’ll let you know 30 days before the modified terms are active. We’ll post notifications to www.mapped.com/legal, the Mapped console, and/or through the email we have on file for you. Any older versions of the agreement will become null and void after the new one becomes active.
This Mapped Customer Agreement (this “Agreement”) is a legally binding agreement governing access to and use of certain products and services provided by Mapped Inc. (“Mapped”) and Customer (as defined in Order Form or in the applicable Order (defined below)) and is effective as of the earlier of (a) the date on which Customer first accesses or uses any Products and (b) the date on which Customer’s first Order is agreed to by Mapped (the “Effective Date”).
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING AN ORDER OR OTHER DOCUMENT THAT REFERENCES THIS AGREEMENT, USING (OR MAKING ANY PAYMENT FOR) ANY PRODUCTS, OR OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU AGREE, AS OR ON BEHALF OF CUSTOMER (“Customer”), THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO USE OF THE PRODUCTS, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO OR ARE NOT AUTHORIZED TO AGREE TO THIS AGREEMENT AS OR ON BEHALF OF CUSTOMER, THEN NEITHER YOU NOR CUSTOMER HAVE MAPPED’S PERMISSION TO USE THE PRODUCTS. If Customer is an entity, organization, or company, the individual accepting this Agreement on Customer’s behalf represents and warrants that they have authority to bind Customer to this Agreement.
Mapped may update the terms of this Agreement from time to time by providing Customer with prior written notice of any material updates at least thirty (30) days in advance. Notice highlighting the intended updates will be provided in the Mapped account portal or www.mapped.com/legal or via an email associated with the account. Except as otherwise specified by Mapped, updates will be effective from the date indicated at the top of such Notice. Updated version of the terms will supersede all prior versions of the Agreement.
Customer’s acceptance: Following such Notice, your continued access or use of the Products on or after the effective date of the changes to this Agreement constitutes your acceptance of any updates.
Exceptions: Mapped may not be able to provide at least thirty (30) days prior written notice of updates to terms that result from changes in the law or requirements from other service providers
The terms in this section are used in different places throughout the agreement; some of them will also be defined inline when they’re used in a section.
An Application would be any code you build that uses the Mapped API, whether it’s for your own use (Internal Application) or for a third party customer (Commercial Application).
Data means Source Data, Output Data, and Product Data; all defined later in this section.
Order means you activate the Mapped Platform online, or you sign a contract with Mapepd on behalf of your company.
Output Data is the normalized data we make available via the Mapped API. Its your source data turned into unified, simplified, and easy-to-use data
Source Data is the origin of your data from either buildings, building systems, or cloud-based application with an API.
API Package is defined in the Overview of Products section of the agreement. This would cover any of the examples in the docs, anything provided by support to help answer questions, essentially any code we provide that is intended to help you understand how to use Mapped API.
“Application” means a software application owned and controlled by Customer that utilizes Output Data, accesses an API or makes use of the API Package, and is for use by (i) Customer for Customer’s own use (an “Internal Application”) or (ii) commercial building owners, operators, service providers, tenants and occupants not affiliated with Customer (a “Commercial Application”).
“Data” means Source Data, Output Data, and Product Data.
“End User” means an individual or entity that is provided with access to a Commercial Application.
“Occupant” means an individual that is, at any time, associated with a Building (whether as an employee, resident, visitor, or otherwise).
“Order” means a Mapped order form, pricing schedule, or rate card for the Products pursuant to which Mapped makes available the applicable Product(s) to Customer.
“Output Data” means Source Data that is processed, normalized, and provided or made available by Mapped to Customer via APIs provided as part of an API Package.
“Product Data” means any information and data that Customer or End User enters into the Products, including personally identifiable information, and that is not Source Data or Output Data.
“Redistributable Code” means any software in object code format provided or made available by
Mapped to Customer as part of an API Package (as defined below) and subject to this Agreement.
“Sample Code” means any software in source code format provided or made available by Mapped to Customer as part of an API Package and subject to this Agreement.
“Security Incident” means any actual or reasonably suspected unauthorized, accidental, or unlawful use, destruction, loss, alteration, modification, or disclosure of, or access to, the Products or an Application.
“Source Data” means raw information and data provided to or collected by or on behalf of Mapped from or about Customer or End User Buildings or equipment and Occupants inside of or related to Buildings to provide the Products.
The various products and services provided by Mapped, and covered in this agreement, include everything we use to normalize Source Data (as defined in the previous section), everything we use to provide the Output Data (also defined above) to you, along with the API itself and any code we provide for your use.
Mapped makes certain technology and services available to its customers relating to data collected from and about commercial buildings (each, a “Building”) and Occupants. The data, technology and services provided by Mapped covered by this Agreement include the following, each as further described in this Agreement (collectively, the “Products”): (a) services, hardware, or software relating to the collection, processing, and normalization of Source Data; (b) technology and services provided by or on behalf of Mapped that provide or are used in connection with providing Output Data to Customer for the creation, provision, and use of Applications; and (c) provision and support of application programming interfaces (“APIs”) and related materials (together with the APIs, the “API Package”) used in connection with Applications. API Packages may include Sample Code and Redistributable Code. For the avoidance of any doubt, as between Mapped and Customer (a) all Data is owned by Customer, and (b) any Application is owned by Customer and not by Mapped and is not part of the Products.
You can use the Mapped API to create applications for use inside your company - apps you won’t sell to other customers - and can use any of our sample code or demo apps in those applications.
You can also use the Mapped API to create applications you DO sell to other customers, and you can still use any of our sample or demo code in your applications.
This section defines what you can’t do with any Mapped product or service:
If you use Mapped, you accept responsibility for complying with this agreement, including all those restrictions, and are responsible for ensuring your applications abide by the rules as well.
Mapped is a platform-as-a-service, and as such we retain ownership of Mapped. You’re granted a limited license to use the APIs for the period of engagement defined in the agreement. If you provide us any feedback on the product, whether we implement it or not, that feedback doesn’t grant you any rights to royalties or similar for any ideas provided to us.
You need to make sure you know who is accessing Mapped through your logins, tokens or applications, and that from your perspective, those individuals are permitted to use Mapped. Charges may be generated by their use of Mapped. It is your responsibility to manage your users and their access.
You’ll need to make sure your Mapped login credentials, including your email and other contact details, remain up to date and secure. Don’t share logins with anyone else, and if anyone gets hold of your login credentials, let us know right away.
In order to use Mapped, we’ll need to know some information about you. Compliance Reviews could include information about applications you built that use Mapped, how you’re using our system in general, where you’re storing data, are you sending Mapped data to any 3rd party services, and similar questions.
Mapped, as a hosted service, will continuously update the product to add features, fix bugs and other improvements.
If something goes really, really wrong, we may need to lock down access to Mapped products and services.
If an interruption is significant, keeps services unavailable for a prolonged period of time, and isn’t caused by something on your side, then credits will be made available.
We’ll need to be in communication with you within 30 days of the outage for the credits to be available, and the credits will be applied to future usage as opposed to a refund for past use or cash in hand.
If there’s an issue that isn’t a catastrophe, and we can plan to bring the service down ahead of time in order to fix the issue, we’ll give you at least 5 days notice before we suspend anything.
From time to time, we may need to ask for information to verify compliance with the agreement, and this could include documentation or access to external systems.
Mapped is not obligated to provide any additional support outside of the terms of this agreement, such as providing specific feature enhancements, or help supporting an end user of one of your applications.
3.1 Applications. Subject to Customer’s compliance with this Agreement, during the term of the applicable Order, Mapped hereby grants Customer a limited, non-exclusive, non- sublicensable, non-transferable, revocable right to use the API Package. Customer’s right to use the API Package includes the right to reproduce and internally modify any Sample Code solely as a component of an Application and reproduce any Redistributable Code solely as a component of an Application.
3.3 Ownership. Except for the rights expressly granted under Sections 3.1, Mapped reserves and retains all right, title, and interest in and to the Products, software, products, works, and other intellectual property created, used, or provided by Mapped in connection with this Agreement (excluding, for the avoidance of doubt, the Data). To the extent Customer provides Mapped with any feedback relating to the Products (including feedback related to usability, performance, accuracy, interactivity, bug reports and test results) (“Feedback”), Mapped will own all right, title and interest in and to such Feedback (and the Customer hereby makes all assignments necessary to achieve such ownership).
3.4 Permitted Users. Customer may permit its employees, agents, affiliates, contractors, and service providers (“Permitted Users”) to access applicable portions of Products on Customer’s behalf solely as necessary for Customer to develop and make available the applicable Application provided that Customer remains responsible for their compliance with this Agreement (including terms relating to use of Products and all portions thereof) and that any such use of the Products is for the sole benefit of Customer. Customer is responsible under Section 4 (Payments) of the Agreement for any fees or charges incurred by its Permitted Users in their use of the Products. If Customer enables any third parties as Permitted Users, Customer (and not Mapped) remains solely responsible for its relationships with such third parties and for any related billing matters, technical support, or disputes.
3.5 Accounts and Registration. Customer must register for an account to access portions of the Products. Customer agrees that the information provided for purposes of account registration is accurate and will be kept accurate and up-to-date at all times. Customer is solely responsible for maintaining the confidentiality of Customer’s account and password, and accepts responsibility for all activities that occur under the account. Customer will not share passwords, authentication credentials, or other means of account access with a third party. If Customer has reason to believe that Customer’s account is no longer secure, Customer must immediately notify Mapped at firstname.lastname@example.org or create a critical service ticket at support.mapped.com
3.6 Compliance Reviews. To access or use the Products, Customer may be required by Mapped to successfully pass Mapped’s compliance reviews, which may include automated verifications, online questionnaires, and requests for information (“Compliance Reviews”). As part of the Compliance Reviews, Customer must provide prompt responses to Mapped’s requests for information about Customer, the applicable Application, Customer’s business and associated entities, and Customer’s intended use of the Products. Customer represents and warrants that (a) all information it provides to Mapped as part of Compliance Reviews will be accurate and complete and (b) Customer will immediately notify Mapped if any previously provided information is out-of-date or becomes inaccurate. Customer may be required to complete more than one Compliance Review, for instance, as requested by Mapped based on changes in Customer’s use of the Products or increased risk factors. Customer’s passage or failure of any Compliance Review is in Mapped’s sole but reasonable discretion. If Customer fails any Compliance Review or fails to provide prompt and complete responses within three business days after Mapped’s requests for information (even if Customer has passed a previous Compliance Review or received provisional access to the Products), Mapped may suspend, revoke, or terminate Customer’s access to the Products, without notice or liability to Customer.
3.7 Additional Terms (a) Mapped reserves the right to modify the API Package, and to release subsequent versions of the API Package, in accordance with the remainder of this Section 3.8. Customer may be required to obtain and use the most recent version of the API Package in order for an Application to continue to function with the Products. (b) In the event of an emergency, critical failure, suspected critical failure, loss of license, or a security breach, without limiting any other right of Mapped hereunder, Mapped reserves the right to modify or suspend provision of or access to the Products. In the event of any such suspension, Mapped will provide notice to the extent reasonably possible. (c) In all other cases not covered by Section 3.7(b), should Mapped elect to modify or suspend provision of or access to Products due to a planned change, it will use commercially reasonable efforts to give Customer no less than five business days’ written notice of any such modification or suspension. (d) Customer will provide Mapped with access to all materials related to Customer’s use of the Products as reasonably requested by Mapped in order for Mapped to verify Customer’s compliance with this Agreement. (e) Except as otherwise agreed upon by Mapped and Customer in writing, Mapped has no obligation to provide Customer or End Users with support, software upgrades, enhancements, or modifications to the Products or any Applications. Customer is solely responsible for providing user and end-user support and any other technical assistance for its Applications.
3.8 Service Levels. Mapped will use commercially reasonable efforts to provide access to Output Data via the APIs in accordance with the Service Level Agreement available at www.mapped.com/legal/SLA.
Payments are due within 30 days of the invoice date in general; if we don’t receive payment by then, we may add additional charges until the payment is received.
Customer will pay Mapped all fees and other amounts specified in each Order (the “Payments”). Unless otherwise specified in an Order, Payments must be made within 30 days from the date of Mapped’s invoice. Unpaid invoices are subject to a finance charge of 1% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer will be responsible for all (a) taxes associated with Products other than taxes based on Mapped’s net income and (b) Mapped’s costs of collection in the event of the Customer’s delinquent payment. All Payments made are non-refundable (unless required under applicable law), non-cancellable, and not subject to set-off, except as otherwise provided herein
The Effective Date for this agreement is the date when you activated the Product or as listed on the order form if applicable, and the agreement is binding from that date forward.
The default term of the product is 12 months (annual). You can also activate the product for other terms such as monthly, or multi-year, or as defined separately in an order form. Platform will auto-renew for each period originally signed, but you can cancel with 60 days notice prior to such renewal. If our rates change, we’ll let you know in advance and you can choose to renew or not.
Either party, you or Mapped, can terminate the agreement mid term ONLY if there’s been a material breach of the terms of the contract, AND ONLY if the breach isn’t resolved within 15 days. The agreement cannot be terminated without a material breach of terms of agreement.
Even if the agreement is terminated, other conditions of the agreement will remain binding, such as confidentiality.
5.1 Term of Agreement. The term of this Agreement will commence on the Effective Date and will continue in effect unless terminated in accordance with this Agreement (the “Term”). On the effective date of termination of this Agreement, all then-current Orders under the Agreement will also terminate unless otherwise agreed by Mapped and Customer.
5.2 Term of Orders. Unless otherwise specified in the Order, each Order will have a term of 12 months (the “Initial Term”) beginning on the effective date of such Order. For each Order that specifies automatic renewal, (a) after the Initial Term, such Order will automatically renew for successive one-year periods (each a “Renewal Term”) unless either party provides the other party with at least 60 days’ written notice prior to the end of the Initial Term or then-current Renewal Term, as applicable; and (b) Mapped may revise its rates for each Renewal Term by providing Customer with at least 75 days’ written notice prior to the end of the Initial Term or then-current Renewal Term.
5.3 Termination (a) For Cause. Either party may terminate this Agreement and any Orders in the event the other party materially breaches this Agreement or any Order and fails to cure such breach within fifteen days from receipt of written notice thereof. In addition, Mapped may immediately suspend access to the Products in the event it determines or believes that (a) there is unauthorized access to the Products via Customer’s account, (b) continued provision of the Products may do material harm to Mapped or its networks or systems or reputation or subject Mapped to liability, or (c) Customer materially breached this Agreement. For clarity, notice of termination for an Order shall not be construed to be notice of termination for this Agreement or for any other Order.
(b) Effect of Termination. Upon termination of this Agreement, all rights granted to Customer with respect to each Order will terminate and Customer will make no further use of the Products that were made available pursuant to that Order. Sections 3.3, 4, 5.3, 6, 7.1, 8, 9, 11, and 13 (except Section 13.6) will survive any termination or expiration of this Agreement. For clarity, if Mapped terminates this Agreement for Cause, Customer will be liable to pay Mapped any unpaid Payments. If Customer terminates this Agreement for Cause, then Mapped shall promptly refund monies paid by Customer to Mapped for services not rendered after the date of termination.
During the term of this agreement, we might share confidential information with you, and you might share confidential information with us. We promise to keep your confidential information safe, and we expect you to do the same for us. In some instances we can’t avoid disclosing confidential information, such as when legally required to do so by law. If we need to share confidential information with a third party in order to fulfill our obligations to this agreement, we’ll make sure they’re also contractually obligated to protect the information.
If we run into any third party issues around things like intellectual property rights, we promise to protect you and your directors from being involved or responsible.
Just like we’ll protect you, we expect to also be protected if you run into any issues with things that are your responsibility, including but not limited to security incidents resulting in a breach of data, or any of the restrictions mentioned in section 3.3.
We can only keep each other protected as long as we stay in communication when something comes up, and don’t make decisions for each other that could cause harm.
We have standard commercial insurance with reasonable coverage, including cyber liability insurance, and will keep it up to date.
(a) By Mapped. Mapped shall indemnify, defend, and hold harmless Customer and its officers, directors, shareholders, partners, members, managers, employees, and agents from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including reasonably attorneys’ fees), to the extent arising from infringement, misappropriation or other violation by the Products of such third party's intellectual property rights; provided, however, that Mapped will have no obligation for any such infringement, misappropriation or other violation to the extent that it arises out of or is based upon use of the Products outside the scope of the license granted to Customer under this Agreement, a combination of Products with software or services not provided by Mapped, or modification of the Products not made by Mapped, and Customer will reimburse Mapped for any costs or damages that result from these claims, actions and proceedings.
(b) By Customer. Customer will defend, indemnify, and hold harmless Mapped and its officers, directors, shareholders, partners, members, managers, employees, and agents from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including reasonable attorneys’ fees), arising from or in connection with: (i) Customer’s breach of Section 11; (ii) Customer’s or any Permitted User’s or End User’s breach of Section 3.3 or use of the Products other than as expressly permitted by this Agreement; and (iii) Customer’s violation of any agreements it has with any End User; (iv) Data, and (v) Application (c) Requirements. Mapped’s and Customer’s indemnity obligations as set forth in this Section 7.1 will extend only to those claims, actions, proceedings and regulatory investigations (each, a “Claim”) for which (i) the party receiving indemnification (“Indemnified Party”) promptly notifies the indemnifying party (“Indemnitor”) of the Claim, (ii) Indemnified Party promptly gives Indemnitor sole control over the defense and settlement of the Claim, provided however that Indemnitor will not agree without the Indemnified Party’s consent (not to be unreasonably withheld) to any settlement that admits any wrongdoing on the part of the Indemnified Party, and (iii) Indemnified Party promptly provides Indemnitor with reasonable cooperation in defense or settlement of the Claim, upon Indemnitor’s request and at Indemnitor’s expense.
7.2 Insurance. Mapped will maintain commercially appropriate insurance coverage given the nature of the obligations under this Agreement. Such insurance will be in an industry standard form with admitted insurance carriers, and will include commercially appropriate cyber liability insurance coverage. If requested by Customer in writing, Mapped will provide Customer with certificates of insurance evidencing such coverage.
Outside of the explicit statements in this agreement, we’re offering Mapped products and services “as-is” – no guarantee of any new features or improvements, nor can we guarantee there will never be any issues or problems, like the existence of bugs or outages.
No written or spoken information changes the fact we can’t make any of the previously mentioned guarantees, nor can we be responsible for anything that happens once the data leaves our network.
If you create an application that you sell to end users, you are responsible for how and what you charge them. If your fee structure ends up being less than what you’re paying us, we’re not responsible for making up the difference.
Anything written in this agreement is enforceable only up to the legally allowed limit.
8.1 THE PRODUCTS AND ALL MATERIALS, DATA AND CONTENT AVAILABLE FROM OR THROUGH THE PRODUCTS ARE PROVIDED BY MAPPED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MAPPED DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PRODUCTS AND ALL MATERIALS, DATA, AND CONTENT AVAILABLE THROUGH THE PRODUCTS, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MAPPED DOES NOT WARRANT THAT THE PRODUCTS, DATA, OR ANY PORTION OF THE PRODUCTS, OR ANY MATERIALS, DATA, OR CONTENT OFFERED THROUGH THE PRODUCTS, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND MAPPED DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
8.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE PRODUCTS OR MAPPED OR ITS AFFILIATES (the “Mapped Entities”) OR ANY DATA, MATERIALS OR CONTENT AVAILABLE THROUGH THE PRODUCTS WILL CREATE ANY WARRANTY REGARDING ANY OF THE MAPPED ENTITIES OR THE PRODUCTS THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. MAPPED IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE PRODUCTS OR DATA. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER’S USE ANY PORTION OF THE PRODUCTS OR DATA IS AT CUSTOMER’S OWN DISCRETION AND RISK AND THAT MAPPED IS NOT RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY (INCLUDING CUSTOMER’S COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE PRODUCTS) OR ANY LOSS OF DATA.
8.3 CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING FEES CHARGED TO END USERS, AND MAPPED WILL NOT BE LIABLE FOR ANY DISCREPANCY BETWEEN FEES CHARGED TO END USERS AND FEES CUSTOMER OWES TO MAPPED.
8.4 THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION 8 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Mapped does not disclaim any warranty or other right that Mapped is prohibited from disclaiming under applicable law.
In most cases, any problem or issue that is indirectly caused by your use of Mapped will not result in any monetary compensation from either side. The exceptions would be any failure to pay owed funds, such as the contracted fees for the use of Mapped, or any claims covered in the sections for Restrictions (3.3), Confidentiality (6) or Mutual Indemnification (7.1). Any damages that are owed cannot be more than the amount that was paid (or should have been paid) in the previous 12 months, starting from whenever an incident occurred that triggered a claim.
9.1 TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 7.1OR BREACH OF SECTION 3.3 OR SECTION 6 IN NO EVENT WILL THE MAPPED ENTITIES OR CUSTOMER BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, IN THE CASE OF MAPPED, ARISING OUT OF OR RELATED TO CUSTOMER’S ACCESS TO OR USE OF, OR CUSTOMER’S INABILITY TO ACCESS OR USE, THE PRODUCTS OR DATA, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MAPPED ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 7.1 OR BREACH OF SECTION 3.3 OR SECTION 6 THE AGGREGATE LIABILITY OF (A) THE MAPPED ENTITIES TO CUSTOMER AND (B) THE CUSTOMER TO THE MAPPED ENTITIES, IN EACH CASE, UNDER THIS AGREEMENT (AND IN THE CASE OF THE MAPPED ENTITIES, INCLUDING FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PRODUCTS OR DATA), WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT CUSTOMER HAS PAID TO MAPPED FOR ACCESS TO AND USE OF THE PRODUCTS IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
9.2 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION 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 THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
If we need to make changes to this Agreement, we’ll give you 7 days notice that changes are coming. If you disagree with the changes, let us know within 30 days of our initial notification – if we can’t figure it out together, we’ll let you out of the Agreement and refund any pre-paid fees for the remaining portion of the term.
Mapped reserves the right to change this Agreement on a going-forward basis at any time upon seven days’ notice. Please check this Agreement periodically for changes. If a change to this Agreement materially modifies Customer’s rights or obligations, Mapped may require that Customer accept the modified Terms in order to continue to use the Products. Customer must accept the modifications to continue accessing or using the Products. If Customer objects to the modifications, its exclusive remedy is to cease any and all access and use of the Products. If the effective date of the modifications is during the term of an Order and Customer objects to the modifications, then (as its exclusive remedy) Customer may terminate its affected Order upon notice to Mapped, and Mapped will refund to Customer any fees it has pre-paid for use of the Products for the terminated portion of the term of the applicable Order. To exercise this right, Customer must provide Mapped with notice of its objection and termination within 30 days after Mapped provides notice of the modifications. Material modifications are effective upon Customer’s acceptance of the modified version of the Agreement. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 10, this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.
If you provide any data to Mapped, make sure you have the right to share that data. Also make sure that sharing that data doesn’t make it so you’re unable to meet the obligations of this agreement.
Make sure you’re also complying with any privacy and data laws.
Your data is your data, we don’t own it. We also won’t share your data with any other customers. We will only move or copy your data in situations where we need to do things like migrate servers, roll back to a stable environment, or similar technical-oriented reasons.
We do collect data that shows how our customers use our products and services, such as which API calls are the most popular. There won’t be any personally identifiable information included in this data.
Make sure no one in your company or any of your users ever share or publish their Mapped credentials, including access tokens.
If you encounter a security incident that could impact Mapped, or occurs as a result of your use of Mapped, please let us know as soon as you’re able.
11.1 Data. Customer represents and warrants that it (a) has provided all notices and has obtained and will maintain all rights, authorizations, and consents required for Mapped to process Data to provide the Products and Output Data and as otherwise set forth under this Agreement and (b) has obtained and will maintain full right and authority to grant the rights and licenses granted by it under this Agreement. Customer will not, and will ensure that Permitted Users and End Users do not, (i) make any representations or other statements with respect to Data or Applications that are contrary to or otherwise inconsistent with the terms of this Agreement or (ii) interfere with any independent efforts by Mapped to provide Permitted User or End User notice or obtain Permitted User or End User consent.
11.2 Compliance. Customer is solely responsible for Source Data and Product Data collected by or provided to Mapped and for complying with any privacy or data protection laws and regulations applicable to Data and Customer’s, Permitted Users’ and End Users’ use of the Products and Data.
11.3 Data License. Customer hereby grants Mapped a non-exclusive, transferable, royalty-free, sublicensable, worldwide, irrevocable license during the Term to collect, process, transmit, transfer, store, disclose, distribute, use, copy, modify, reproduce, display and perform Product Data, Source Data and Output Data to (a) provide the Products, including any updates and enhancements thereto, and perform its obligations under this Agreement, (b) create, display and distribute Output Data, (c) create, collect and use Usage Data. As between the parties, Product Data, Source Data and Output Data are and will remain owned by Customer or End User, as applicable.
11.4 Usage Data. Customer acknowledges and agrees that Mapped may create, collect and use aggregated and/or deidentified data derived from Data or Customer’s, Permitted Users’ or End Users’ use of the Products (“Usage Data”), including to improve Mapped’s products and services. For clarity, Usage Data will not identify Customer, Permitted Users or End Users. As between the parties, Usage Data is and will remained owned by Mapped.
11.5 Security. Customer will not, and shall ensure that Permitted Users and End Users do not, publish, distribute, or share any Products account credentials.
11.6 Security Incident. Unless prohibited by applicable law, in connection with any Security Incident, Customer shall: (a) provide Mapped with written notice of the Security Incident without undue delay and within a reasonable time after becoming aware of the Security Incident; (b) provide Mapped, in the initial written notice and as information becomes available, with all information requested by Mapped relating to the Security Incident, including, but not limited to, the nature of the Security Incident and the measures taken or proposed to be taken to address, remediate, and mitigate the Security Incident; (c) take reasonable and appropriate measures, and any and all measures reasonably requested by Mapped, to address, remediate, and mitigate the Security Incident; and (d) obtain the written approval of Mapped, such approval not to be unreasonably withheld, delayed or conditioned, prior to the publication or communication of any notifications, filings, communications, notices, press releases, or reports relating to the Security Incident involving the Products.
Mapped will remain compliant with all export policies, and we expect you’re also in compliance. This is particularly true for customers outside the United States with export restrictions that differ from those in the U.S., especially those surrounding data security and privacy.
Customer and Mapped each certifies that its respective officers, directors, shareholders, and direct parent entities: (a) are, to the extent applicable to such entities, and will remain in compliance with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations (including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control (OFAC)); (b) are not subject to, or owned by parties that are subject to, sanctions or otherwise identified on any sanctions-related list, including lists maintained by the United States government (such as the List of Specially Designated Nationals and Blocked Persons, maintained by OFAC, the Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security, and the CAATSA section 231(d) list maintained by the U.S. State Department); and (c) are not engaging, and will not engage, in activities which may require or permit any applicable government authority to pursue an enforcement action against, or impose economic sanctions on Customer or Mapped.
If your company sells to another company, or is merged into another company, the licenses and obligations associated with this agreement can transfer over to the new company as long as we get prior written notice.
Once you sign and pay for Mapped, anything previously said or done in the past is null and void. Any changes to this agreement need to be submitted in writing and mutually agreed upon.
If something catastrophic happens that impacts Mapped or your use of Mapped, something that couldn’t be controlled or predicted by either side (like a natural disaster), it won’t be considered a breach of contract.
Unless you agree to it in writing, we won’t use your name, logo, or trademarks in any of our marketing.
13.1 Severability. 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.
13.2 Assignment. This Agreement is not assignable or transferable by either party except with the other party prior written consent; provided, however, that each party may, upon prior written notice to the other party, transfer and assign its rights and obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relate, provided further that if such a transfer or assignment by Customer is made in favor of a direct competitor of Mapped, then Mapped may terminate this Agreement upon written notice to Customer. Any assignment in violation of the foregoing is void.
13.3 Entire Agreement. This Agreement and each Order are 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 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.
13.4 Notices. Any notices in connection with this Agreement will be in writing and sent by first class mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified on the applicable Order (or such other address as may be properly specified by written notice hereunder). Email notice will be permitted by Mapped if sent to the Customer’s account email address.
13.5 Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including acts of God, power outages, governmental actions and requirements, and the acts and omissions of Mapped’s data suppliers.
13.6 Marketing. Unless Customer notifies Mapped otherwise via e-mail to email@example.com, Customer grants Mapped a fully paid up, royalty-free, worldwide, transferable license to use Customer’s name and logo to identify as a Mapped customer on Mapped’s websites or in other sales or marketing materials, provided however, Mapped will not issue any press release that identifies Customer as a customer of Mapped without Customer's prior consent.
13.7 Governing Law. This Agreement will be governed by the laws of the State of California, without regard to the conflict of law provisions thereof that would result in the application of the laws of another jurisdiction. The application of 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
13.8 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” will be deemed to be followed by the words “without limitation;”; (b) the words “such as,” “for example,” “e.g.,” and any derivatives of those words will mean by way of example and the items that follow these words will not be deemed an exhaustive list; (c) the word “or” is used in the inclusive sense of “and/or” and the terms “or,” “any,” and “either” are not exclusive; (d) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (e) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (f) whenever the context may require, any pronouns used in this Agreement will include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns will include the plural, and vice versa. The headings set forth in this Agreement are for convenience of reference purposes only and will not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. References to “$” and “dollars” are to the currency of the United States of America. Any law defined or referred to herein means such law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor laws.