you (either an individual or a single entity) (Licensee) and SpatialTEQ, Inc. (Licensor)
for use of the Map Business Online service (here called the Product or the
Service), which includes computer software, the Content (map, data,
and other content), and may also include associated media, printed materials, and
online or electronic documentation. By accessing or using the Service or any of
the Content available within the Service, Licensee agrees to be bound by the terms
of this TU. If Licensee does not agree to the terms of this TU, Licensee may not
access or use the Service or its Content.
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 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
1. COPYRIGHT AND TRADEMARKS
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.
2. GRANT OF LICENSE
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:
- Licensee may access and use the Map Business Online Service, access the Content
within the Service according to the TU.
- Licensee may be provided access to the SDK and the API for developing computer
software or applications based on the Service. Licensor may withhold or prohibit
access to the SDK or the API in its sole discretion. Licensor may setup extra fees
to be paid by Licensee for the SDK or the API access or use.
- Licensee may include the Service output, such as map images, printed maps, or driving
directions generated by the Service or business data provided by the Services and
exported from the Service, in presentations, reports, marketing studies, or academic
publications only for personal or internal business use.
- Licensee may display or post on externally accessed Web sites map images or interactive
maps generated by the Service only to promote Licensee’s own products and services,
or to display Licensee’s business locations or market areas.
3. RESERVATION OF RIGHTS
Without written permission from Licensor following use of the Service is prohibited:
- Licensor reserves to itself and prohibits Licensee (directly or indirectly, in whole
or in part) from re-selling, loaning, renting, leasing, sublicensing or otherwise
distributing or operating the Service or the Content within or generated by the
Service to or for the benefit of any third party, and from altering, adapting, translating
or preparing any derivative work of the Licensed Service.
- Licensee must not disassemble, decompile or reverse engineer the Service. Any information
obtained in violation of this restriction will be confidential information automatically
and irrevocably deemed assigned to and owned exclusively by Licensor.
- Licensee may use the Service and its Content only by means or technology provided with
the Service through the Client Software, the SDK, the API, or the Product Web Site.
- Licensee must at all times use due diligence to safeguard and protect all of Licensor's
confidential and proprietary information pertaining to the Service. Licensee must
ensure that all marks, notices or legends pertaining to the origin, identity or
ownership of the Service or the Content within or generated by the Service remain
intact, clearly legible and in their original form.
- Licensee must not make any derivative works of the Content within or generated by
the Service other than expressly permitted in the TU.
- Licensee must not use the Service in a manner that gives Licensee or any third party
access to mass downloads or feeds of any Content.
- Licensee must not use the Service or the Content within or generated by the Service
in any systems or applications for or in connection with real time navigation or
route guidance, automatic or autonomous control of vehicle behavior, or vehicle
- Licensee must not use the Service to export business data provided by the Service
for the sole purpose of using it in other systems, computer software or applications.
- Licensee must not upload any content into the Service that infringes any patent,
trademark, copyright, trade secret or other proprietary right of third party.
- Licensee must not print more than 5,000 copies per year of sales collateral materials
containing the Service output such as map images for purposes of commercial sales
lead generation ("Direct Marketing").
- Licensee must not incorporate the Service output as a core part of printed matter
(such as printed maps or guide books), which are redistributed for a fee.
- Licensee must not register multiple accounts with the Service to circumvent or
extend the Service limits including but not limited to ‘Total plot-able locations’
- Licensee must not use the Service to provide geo-marketing services for other
companies. Licensor may at any time and in its sole discretion setup an overage fee for
locations plotted above 1,000,000 locations per year.
4. THE SDK AND API RESTRICTIONS
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 rights to access the SDK or the API are granted to particular user account
in the Service. Licensee must not use the SDK or the API for a user account that was
not provided the SDK/API access rights.
- Licensee may only access documented methods of the SDK/API per documentation
provided by Licensor directly to Licensee or through the Product Web site.
- Licensee may only use the API to upload or update Licensee’s datasets into the
- When Licensee uses the SDK/API to upload or update Licensee’s datasets into the
Service, there shall be no more than 10 uploads or updates a day and each dataset
shall be less than 20 megabytes in size.
- Licensee’s use of the SDK/API must observe the Service limits as defined on the
Product Web Site.
- From time to time Licensor may update the SDK/API and mark some of existing SDK/API
methods as obsolete. Licensee may not access these obsolete methods or use them in
new computer software or applications. Licensee must update its existing computer
software or applications to not use the obsolete method within 3 months from the
time these methods were marked as obsolete by Licensor.
- Licensor reserves the right to review the source code of any Licensee’s computer
software or application using the SDK/API in order to check that software complies
with this TU and doesn’t affect the use of the Service by other Service users.
5. CONTENT WITHIN THE SERVICE
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:
- Route map, driving directions, and related Content are indicative only, no guarantee
for accuracy is made. Road construction, weather, traffic, or other events may affect
your route. Plan your route carefully and obey all road signs.
- Licensee doesn’t receive any ownership rights in the Content within the Service.
Licensor and its licensors retain all ownership rights in the Content.
- Certain Content within the Service is provided under license from third parties,
including Esri, and is subject to copyright and other intellectual property rights
owned by or licensed to the third parties. Licensee must not perform unauthorized
copy or disclosure of such Content. Licensee’s access and use of such Content is
subject to additional restrictions located here:
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.
6. TRANSFER OF LICENSE
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.
8. LIMITATION OF LIABILITIES AND REMEDIES
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
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
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.
9. TERM AND TERMINATION
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.
10. REFUNDS POLICY
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.
11. DISPUTES; CHOICE OF LAW
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.
12. DATA MAINTENANCE AND BACKUP PROCEDURES
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
Headings are for reference purposes only and have no substantive effect.