Computer software that comes as part of the Service consists of the Client Software, the Server Software, and the Product Web Site.
The Client Software is a set of computer programs, including Map Business Online Desktop, Automation SDK (SDK) and various plug-ins, downloadable from the Product Web Site through which Licensee can use the Service and its Content.
The Server Software is a set of computer programs operating on Licensor’s server computers and accessible to Licensee through limited Application Programming Interface (the API).
The SDK and the API consist of a number of methods through which Licensee’s computer software or applications can interact with the Client Software and/or the Server Software.
The Service is copyrighted by Licensor and is protected by United States copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
The Service may contain or use one or more trademarks and/or service marks of Licensor and third parties (the Marks). Licensor does not grant, and use of the Service does not convey, any rights to these Marks to Licensee. Licensee shall not use any of the Marks without the express written permission of its owner.
The Service is licensed, not sold, and Licensor retains all rights to, title of
and interest in the Service not expressly granted to Licensee under this TU.
Provided Licensee has paid all applicable subscription fees for the Service, registered the Service with Licensor and otherwise complied with this TU, Licensor grants Licensee the following personal, non-exclusive, non-transferable, limited rights license (the License to Use) for the period of purchased subscription:
Without written permission from Licensor following use of the Service is prohibited:
The use of the SDK or the API, directly or through computer software or applications developed by Licensee, must conform to all the terms of this TU. There are following specific restrictions for the SDK and the API:
The Map Business Online Service provides Licensee access to variety of content including, but not limited to, street maps, terrain maps, topographic maps, earth imagery, business data, and other. Licensee understands and agrees to the following:
Licensor may at any time and in its sole discretion change any of the Content available within the Service including, but not limited to, the base maps.
Licensee may not assign all or any part of its rights or obligations under this TU without Licensor's prior written consent and any attempt to the contrary will be void and a material breach of this TU. Licensor may withhold such consent in its sole discretion. Licensor may not impose transfer fees as a condition of any permitted transfer. A transfer of this TU will terminate any right to Licensee's continued access or use of the Service.
Unless otherwise stated in this TU, the Service is provided "as is" without warranty of any kind either express or implied including, but not limited to, the implied warranties of merchantability and fitness for particular purpose.
LICENSOR, ITS LICENSORS, AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR THE SERVICE.
The entire risk arising out of the use or performance of this Service or the Content within or generated by the Service remains with Licensee.
IN NO EVENT SHALL LICENSOR AND ANY OF ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, DIRECT, INCIDENTAL OR INDIRECT DAMAGES, OR OTHER ECONOMIC OR CONSEQUENTIAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES DAMAGES INCURRED BY LICENSEE, LICENSEE'S CUSTOMERS AND ANY THIRD PARTY.
Licensor is not liable for any kind of damages resulting from or arising under or in connection with third party obtaining unauthorized access to the system including, but not limited to, any form of malicious attack to the Product Web Site, system, database, server; failure by Licensee to use strong passwords and/or keep account passwords secure.
Licensee has sole responsibility for overwriting maps, datasets, or any other content through the SDK, the API or the Client Software.
In no event shall Licensor's or its licensors’ or suppliers' liability under this agreement exceed the sum of any amounts paid hereunder by Licensee to Licensor or its supplier for the License to Use the Service.
This TU shall continue in full force and effect in perpetuity, unless terminated earlier in accordance with this or another Section of this TU. This TU will terminate automatically if Licensee breaches any provision of it. Licensee may terminate this TU at any time at Licensee's election, without cost or obligation to Licensor, including any obligation to refund subscription fees.
Termination of this TU will terminate Licensee's right to access or use the Service.
Termination shall have no effect on Licensee's obligation to safeguard and protect the proprietary rights of Licensor under Section 3d, disclaimers under Section 7, or limitations under Section 8.
Licensee agrees that legal remedies alone provide inadequate protection of Licensor's intellectual property rights in the Service and that, in addition to other relief, Licensor may obtain temporary and permanent injunctions to enforce those rights.
Licensee has 14 calendar days to request a refund on a purchase of the Service from the date of the purchase. Licensee is eligible for a refund only if Licensee didn’t use the Service beyond trial limits defined on the Product Web Site. Purchases of extended limits, like extra routing or map viewing allowances, are not eligible for a refund.
Except for certain injunctive relief authorized under Section 9 above, which may be brought at any time, the Licensee and Licensor (the Parties) agree that all disputes shall be submitted to a single arbitrator under proceedings conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award of the arbitrator shall include a written explanation of the decision and shall be binding upon the Parties and enforceable in any court of competent jurisdiction. Disputes involving amounts exceeding $100,000 are not subject to arbitration and may be taken directly to court by either party.
This TU shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Massachusetts, notwithstanding the conflicts of law provisions of that commonwealth or any other jurisdiction. All disputes arising out of this TU shall be subject to the exclusive jurisdiction of federal and state courts located in Commonwealth of Massachusetts.
Licensor shall follow its archival procedures for any content uploaded by Licensee into the Service (the Licensee Data). In the event of any loss or corruption of the Licensee Data stored in Licensor’s server computers, Licensor shall use commercially reasonable efforts to restore the lost or corrupted Licensee Data from the latest backup of such Licensee Data maintained by Licensor. Licensor shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Licensee Data caused by Licensee or any third party, including, but not limit to, the case when Licensee didn’t save its data in Licensor’s server computers.
LICENSOR’S EFFORTS TO RESTORE LOST OR CORRUPTED LICENSEE DATA PURSUANT TO THIS SECTION SHALL CONSTITUTE LICENSOR’S SOLE LIABILITY AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF LICENSEE DATA.
Licensor may in its sole discretion delete all Licensee Data at one-year anniversary of expiration of Licensee’s last paid subscription to or trial of the Service.
Licensor is required to collect sales tax on all applicable subscription fees for the Service if Licensee billing address is located in certain U.S. states including Maine.
It is the Licensee's responsibility to determine if subscription fees for the Service are subject to local Use Taxes and to self-assess and remit the tax accordingly.
Licensor shall treat the Licensee Data as confidential information. Licensor must safeguard the Licensee Data with the same secure and robust procedures as used by Licensor for its own confidential information. Licensor shall never disclose Licensee Data with only one exception: if such disclosure is required by law.
This TU constitutes the entire agreement between Licensee and Licensor with respect to the use of the Service and the Content within or generated by the Service and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
This TU may be modified or amended by Licensor at any time in its sole discretion and without a notice. New TU is effective immediately upon publishing TU on the Product Web Site by Licensor.
Any provision of this TU found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement of it on future occasions.
Headings are for reference purposes only and have no substantive effect.