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.
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 fleet management.
- 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’ limit.
- 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 Service.
- 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.
- Licensee agrees that any location data received through the SDK/API may only be used in context of the SDK/API, and storing or any usage of such data outside of the Service is strictly prohibited.
- Licensee agrees that GPX files containing route data obtained through the SDK/API may only be used to import route data in other computer software systems, and extraction of route stop location coordinates from such file is strictly prohibited.
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: http://www.esri.com/legal/third-party-data
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 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.
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 State of Maine, notwithstanding the conflicts of law provisions of that state 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 the State of Maine.
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.
15. REFERRAL PROGRAM
Licensor may provide a gift to Licensee according to the terms defined in the Section if Licensee referred a new user who has purchased qualified subscription to the Service:
- Qualified subscriptions: 12-month and Team subscription to the Service.
- Licensee must have an account with the Service that has not been blocked.
- Referred user must have provided Licensee’ email address as referrer upon registration.
- Licensee may submit multiple referrals but the total value of gifts provided by Licensor shall not exceed $600 per calendar year.
- Gifts are sent in 30 calendar days from the date when referred user has purchased subscription to the Service.
- Licensor may change terms of the referral program at any time without prior notice to Licensee.
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. New TU is effective in 60 days after publishing the TU on the Product Web Site by Licensor and giving prior notice sent by email to the Licensee’s email address registered in the Service.
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.