Please read these Terms and Conditions (the “Terms and Conditions”) carefully before accessing, registering, making a purchase, subscribing for access to, and use of, Mappedin Inc.’s (“Mappedin”) services and products including, the Mappedin Technology.  Any capitalized terms used herein shall have the meaning set forth in Appendix 1.

These Terms and Conditions along with any supplemental terms and conditions set forth in the Mappedin Technology (including, its website located at www.mappedin.com) and Registration Form (collectively the “Agreement”) form a binding legal agreement between Mappedin and Customer, whether on behalf of you or another person or entity.

By accessing, subscribing, downloading and/or otherwise using the Mappedin Technology, Customer certifies that Customer (a) is at least eighteen (18) years of age, and that, if Customer is acting on behalf of any person or entity, Customer is authorized to act on behalf of such party, (b) has read this Agreement and has agreed to be legally bound by this Agreement, and (c) agrees to all operating rules and policies of Mappedin that may be published within the Mappedin Technology from time to time.

If Customer is not prepared to agree to the terms and conditions of this Agreement, please do not attempt to access, subscribe, download or use any portion of the Mappedin Technology.  If Customer has any questions or concerns about this Agreement, please do not hesitate to contact Mappedin at help@mappedin.com.

IF A CUSTOMER LIVES IN (OR IS A BUSINESS WITH A PRINCIPAL PLACE OF BUSINESS IN) THE UNITED STATES, PLEASE READ THE “CLASS ACTION WAIVER” SECTION BELOW.  IT AFFECTS HOW DISPUTES ARE RESOLVED.

USE OF MAPPEDIN TECHNOLOGY.  Mappedin shall provide the Customer with the Mappedin Technology in accordance with the terms and conditions set forth herein, including the delivery schedule and method if the Mappedin Technology is not immediately available to the Customer.

VALIDATING/ORDER ACCEPTANCE.  Mappedin reserves the right at any time after receipt of Customer’s order to accept or decline Customer’s order for any or no reason whatsoever.  If Customer has been charged and Mappedin rejects an order, Mappedin will process a refund.

MAPPEDIN TECHNOLOGY OWNERSHIP & LICENSE.  As between the parties, Mappedin owns all right, title and interest in and to the Mappedin Technology.  Except for the licenses granted herein, nothing herein transfers any right, title, or interest in or to the Mappedin Technology to Customer.  Subject to the payment of all applicable Fees, if any, to Mappedin and subject to the terms and conditions of this Agreement, Mappedin hereby grants during the Term a non-transferable, non-exclusive and non-sublicensable limited right and license to the Mappedin Technology:

  1. To Customers who are not Registered Users and Editors: the right to access the Mappedin Technology, solely for Customer’s informational purposes and for Customer’s immediate, private, personal and non-commercial use, and to make purchases of goods and services through the Mappedin Technology.

  2. To Customers who are Free Registered Users: the right to: (i) access and use the Mappedin Technology to create, modify, display and/or view  an unlimited number of Digital Maps; and (ii) export Digital Maps in a Mappedin supported format or embed a link to Digital Maps on a website or other application to enable End Users to view these Digital Maps and to grant End Users the same rights set forth herein for Customers who are not Registered Users or Editors.

  3. To Customers who are Paid Registered Users: the right to: (i) access and use the Mappedin Technology to create, modify, display and/or view up to the number of Digital Maps subscribed for by the Paid Registered User; (ii) to grant Editors the rights permitted herein as limited by the Documentation; (iii) use the Mappedin Technology to upload Mapping Materials to the Mappedin Services; and (iv) export Digital Maps in the format and manner permitted in the Documentation or embed a link to Digital Maps in a website or other application to enable End Users to view Digital Maps and to grant End Users with the same rights set forth herein for Customers who are not Registered Users or Editors.

  4. To Customers who are Editors: the right to: (i) use the workspace granted to the Editor by the applicable Paid Registered User; (ii) access the Mappedin Technology for the benefit of the Paid Registered User to create, modify, display and/or view up to the number of Digital Maps subscribed for by the Paid Registered User; and (iii) use the Mappedin Technology to upload Mapping Materials to the Mappedin Services.

If a Paid Registered User gains access to Mappedin’s SDK, Mappedin licenses its SDK pursuant to its license available at  info.mappedin.com/terms/sdk.

RESTRICTIONS ON USE.  Customer shall not, and shall ensure that third parties (including End Users) do not: (a) use the Mappedin Technology to create or display Digital Maps in excess of the number of Digital Maps purchased in a Registration Form, if applicable; (b) use the Mappedin Technology in a manner that breaches any applicable law or regulation; including for the purposes of committing a crime, or for any tortious purpose; (c) attempt to sell, sublicense or resell the Mappedin Technology (except for the Digital Maps as provided herein) as a standalone service and/or product (including utilizing it as a service bureau, cobrand, frame or white label); (d) remove, delete, blur, minimize, alter or obscure any trademarks, attributions, legal notices, or advertisements displayed within the Mappedin Technology (including Digital Maps); (e) interfere with the use of the Mappedin Technology by other Mappedin customers and their users either technically or by asserting patent or other rights against such parties in relation to their use of the Mappedin Technology; (f) use the Mappedin Technology or a proprietary product to compete with Mappedin or to publish benchmarking results; (g) alter, modify, adapt, create derivative works, deface, disassemble, or Reverse Engineer the Mappedin Technology; (h) remove, disable, circumvent or otherwise create or implement any work around to copy protection, rights management or security technology (including probing or testing for vulnerabilities) of the Mappedin Technology or to otherwise access the Mappedin Technology in a manner not contemplated by the Documentation; (i) display advertisements on or around the Digital Maps, or as roll-in or roll out sponsorships or any other monetization equivalent; (j) access data or materials not intended for Customer or log into an account which Customer is not authorized to access; (k) do any acts that disrupt or interfere with other users of the Mappedin Technology in any manner including, harassing, impersonating, defaming or propagating worms, viruses or other malicious technology and/or (l) permit End Users from obtaining commercial benefits from any Digital Map produced from the Mappedin Technology.

Customer shall ensure that End User’s use is conditioned on terms of use which are consistent with the terms and conditions set forth herein and that contain the following statement: “You may only use or reproduce any digital maps, floorplans or data contained therein for your own immediate, personal and non-commercial use.  The framing, scraping, datamining, extraction or collection of the digital maps, floorplans or data contained therein, in any form and by any means whatsoever is strictly prohibited.  Furthermore, you may not mirror any such materials.”  Customer also shall include a robots.txt file and/or terms of service agreement on its website, service and/or application which shall strictly prohibit crawling and scraping any Mappedin Technology.

CUSTOMER IP; LICENSE TO CUSTOMER IP.  As between the parties, Customer owns all right, title and interest in and to the Customer IP.  Except for the licenses granted herein, nothing herein transfers any right, title or interest in the Customer IP to Mappedin.  Customer, and Customer shall cause its End Users to, hereby grant to Mappedin a worldwide, non-exclusive, perpetual, irrevocable, royalty free and sublicensable (through multiple tiers), transferable right and license to use and create derivative works of the Customer IP for any legal purposes whatsoever whether now known or hereinafter becomes known.

FEES, TAXES AND PAYMENT.  Paid Registered Users shall pay the Fees (including Taxes) at the frequency agreed upon during Mappedin’s checkout process.  Customer acknowledges and otherwise agrees that the Fees are substantially less than they would otherwise be as a result of Mappedin being able to do the following: (a) at any time during the Term and thereafter, Mappedin may serve advertisements dynamically for display on Digital Maps or display static advertisements on Digital Maps; (b) at any time, during the Term and thereafter, Mappedin may monetize or otherwise make available to third parties Digital Map(s) and (c) at any time during the Term and thereafter, Mappedin may use the Customer IP in the manner, scope and duration set forth in the license above.

Before Customer makes any payment described herein to Mappedin, Customer will be transferred from the Mappedin Technology to a service operated and owned by a third party payment processor to make such payments.  Customer will contract directly with the third party payment processor for the payment of the Fees using the third party’s then current payment methods to do so.  Customer agrees to comply with the payment processor’s then current terms and conditions including by providing the third party with Customer’s current, complete, and accurate payment information.  Customer agrees to update its payment information with the third party payment processor promptly following any changes to such information, including, for example, by providing the Customer’s new credit card number, expiration date and security code number, upon expiration or replacement of the then current payment information on file with the third party payment processor.  Customer’s information shall be subject to the payment processor’s privacy policy.

Upon the expiration of the Initial Subscription Period or any Renewal Subscription Period, Paid Registered Users will be automatically billed for a Renewal Subscription Period unless the Paid Registered User notifies Mappedin of its cancellation prior to the expiration of the Initial Subscription Period or the then current Renewal Subscription Period.  Paid Registered Users consent to the automatic deduction from the Paid Registered Users financial account by Mappedin’s payment processor. IN NO EVENT SHALL MAPPEDIN REFUND ANY FEES TO PAID REGISTERED USERS EXCEPT AS SPECIFIED HEREIN.

CUSTOMER EQUIPMENT, ACCOUNT & TECHNICAL SUPPORT & SECURITY.  Except for the Mappedin Technology provided herein, Customer and its End Users shall be responsible for obtaining access to the Mappedin Technology and for all equipment necessary to access the Mappedin Technology and Customer acknowledges that obtaining the foregoing may involve third-party fees, costs and charges (such as internet service provider or airtime charges).

Customer may be asked to register on certain screens or services within the Mappedin Technology and to select a unique username and password in order to be able to access the Mappedin Technology (including an associated workspace, if applicable).  Registered Users and Editors are responsible for (a) all activities and uses of the associated account (including workspace), username and password, including, any purchases facilitated through the use thereof, whether or not in fact authorized by Customer; (b) obtaining authorizations to input or otherwise submit Customer IP to the Mappedin Technology and to display the resulting Digital Maps to End Users; (c) the payment of all Fees, to the extent applicable and (e) to acquire any pre-existing floorplans or maps or any other materials or data required to create the Digital Maps to the extent applicable.

The Mappedin Technology resides on the public internet. Mappedin uses commercially reasonable measures to protect the confidentiality and security of any communications transmitted to Mappedin and any information stored on servers controlled by Mappedin.  Notwithstanding these efforts, Mappedin cannot guarantee the confidentiality and security of such electronic communications and storage devices used to store such information (including, Personal Information) and disclaims all liability arising therefrom including the deletion and failure to store or deliver any such information.  Customer shall notify Mappedin immediately of any breach of security including unauthorized use of Customer’s account (including workspace), username and password via email to help@mappedin.com.

Unless otherwise set forth in a separate agreement or applicable Documentation, if the Mappedin Technology is not operating substantially in accordance with the Documentation, then Customer may contact Mappedin explaining the problem in reasonable detail, to the extent available, by email at help@mappedin.com and/or customer chat during normal business hours.  Mappedin shall use reasonable commercial efforts to resolve the issue in accordance with its standard support procedures for the applicable Mappedin Technology.  The foregoing is Customer’s sole and exclusive remedy for the performance or non-performance of the Mappedin Technology.  Mappedin also may provide Customer with any and all updates and upgrades to the Mappedin Technology when it makes such commercially available to its other similarly situated customers, which in some cases, may require an additional fee.

WARRANTIES AND REPRESENTATIONS.  Customer warrants and represents that (a) Customer has the authority and power to execute this Agreement and the Customer’s execution of this Agreement shall not breach any other agreement to which Customer is a party; (b) Customer has all of the necessary rights and licenses: (i) to submit the Customer IP to Mappedin; (ii) for Mappedin to process and use Mapping Materials to create Digital Maps as contemplated by this Agreement; (iii) to authorize Mappedin to store the Customer IP on third party servers located anywhere in the world, and (iv) to grant Mappedin the licenses granted herein to the Customer IP; and (c) the Customer IP: (i) is true, accurate, current, complete and not misleading; (ii) does not violate the rights of any third party, including, third party intellectual property and proprietary rights; and (iii) does not violate any law, statute, ordinance or regulation.

TERM; TERMINATION & EFFECT OF TERMINATION.  This Agreement shall commence on Customer’s initial use of the Mappedin Technology and shall continue for the Term.

A Customer other than a Paid Registered User may terminate this Agreement at any time by ceasing to use the Mappedin Technology and deleting all Mappedin Technology and Confidential Information in its possession, or by notifying Mappedin in writing of its termination.  Paid Registered Users may terminate its Mappedin Subscription by providing Mappedin with written notice before the expiration of the Initial Subscription Period or the then current Renewal Subscription Period, provided that in such case, this Agreement remains in effect and the Paid Registered User shall convert to a Free Registered User until this Agreement is terminated.  Upon termination of a Mappedin Subscription, each Editor’s right to the workspace shall immediately terminate, and Mappedin shall continue to retain the Mapping Materials in the Registered Users account for a commercially reasonable period of time following the downgrade or until this Agreement is terminated.

Either party may terminate this Agreement (a) for breach upon delivering written notice to the other party of its intention to do so, if the other party is in material breach of this Agreement and has not cured the breach within thirty (30) days following the date of delivery of such notice; or (b) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.  Mappedin may terminate this Agreement immediately if Customer fails to pay any amounts due hereunder within the timeframe set forth herein and/or if Customer breaches the scope of the licenses granted herein or the restrictions on use set forth herein.

Customer may export the applicable Digital Map(s) in the format permitted by the Documentation and, provided Customer does not violate the restrictions set forth herein, Customer may continue to use the exported Digital Map for any purpose whatsoever.

Promptly following termination of this Agreement, Company has the right to delete the Customer’s account and all access to that account along with all data associated with that account.  Under certain circumstances, Mappedin may suspend a Customer’s access to the Mappedin Technology including, for security purposes.

CONFIDENTIALITY.  Customer acknowledges and agrees that Mappedin may disclose to Customer certain of its Confidential Information.  Except as authorized in writing by Mappedin, Customer shall hold in confidence and shall not disclose to any third party any Mappedin Confidential Information.  Customer shall take measures that are consistent with industry practices and, in all instances, are not less than a reasonable standard of care to ensure that Mappedin’s Confidential Information is not lost, improperly accessed or stolen.  Customer shall be permitted to disclose Confidential Information: (a) to employees, independent contractors and/or legal and financial advisors that have a need to know for purposes consistent with this Agreement and are each subject to obligations consistent with the requirements in this provision; or (b) to the extent required by a court of law; provided that the Customer uses all reasonable efforts to provide sufficient notice of this requirement to Mappedin to enable Mappedin to seek an order limiting or preventing the disclosure of its Confidential Information.  Customer shall immediately notify Mappedin in writing of any actual or alleged unauthorized access and/or use of Mappedin’s Confidential Information.

Upon the termination of this Agreement or at any time upon request, Customer shall either return the Confidential Information or certify its destruction, provided that this obligation shall not apply to any archival copies of the Confidential Information which form part of the automatic back-up of Customer’s records so long as such information is maintained and destroyed in accordance with Customer’s document retention policies.  Notwithstanding anything to the contrary herein, any combination of the Confidential Information that form part of the Mappedin Technology shall not be deemed to be public merely because individual parts of such Confidential Information enter the public domain, unless the combination itself is in the public domain.

PRIVACY POLICY.  Mappedin has a Privacy Policy available at www.mappedin.com that discloses what information Mappedin collects, how Mappedin uses such information, the steps Mappedin takes to secure such information, how Customer can view and correct such information and how a Customer can decline to have such information collected or used.  By way of confirmation, some of the Mappedin Technology enables Customers who are Registered Users to share other individual’s Personal Information and access an audit trail of the use of such account, workspace and Digital Maps that contains Personal Information.  Customer represents and warrants that it has the necessary consents and authorizations from third parties to disclose Personal Information of others to Mappedin through the Mappedin Technology and to invite Editors to the Registered User’s workspace and to share Personal Information among and between them in the workspace.

LINKS TO THIRD PARTIES.  The Mappedin Technology contains links to third party products, services, websites and other similar technology (“Third Party Sites”) controlled or offered by third parties (non-affiliated with Mappedin).  Mappedin is not responsible for the content, accuracy or opinions expressed on such Third Party Sites and such sites are not investigated, monitored or checked for accuracy or completeness by Mappedin.  Mappedin hereby disclaims any and all liability for, any information, materials, and products or services posted or offered at any of the Third Party Sites.  By linking to Third Party Sites, Mappedin does not endorse or recommend any products or services offered or information contained at Third Party Sites, nor is Mappedin liable for any failure of products and services offered or advertised at those sites.  Such third parties may have a privacy policy and terms and conditions of use different from that of Mappedin and Third Party Sites may provide less security than Mappedin.

INDEMNIFICATION.  Customer hereby agrees to defend, indemnify and hold harmless Mappedin, its directors, officers, employees, agents, and assignees from and against any and all losses, damages, injuries, claims, suits, demands, judgments, decrees, costs, expenses and liabilities, including attorneys’ fees and court costs (collectively, “Losses”) asserted against, imposed upon or incurred by Mappedin arising from: (a) any breach by Customer and/or its End Users of the provisions in this Agreement; (b) any injury, death or property damage arising from Customer’s or its End Users’ use of the Mappedin Technology (including Digital Maps); (c) the infringement of any third party intellectual property right arising from Mappedin’s or its licensees’ use of the Customer IP or any derivative works thereto and/or (d) any combination of products and services and/or equipment with the Mappedin Technology not reflected in the Documentation.

Mappedin hereby agrees to defend, indemnify and hold harmless Customer, its directors, officers, employees, agents, and assignees from and against any and all Losses asserted against, imposed upon or incurred by Customer arising from any claim against Customer asserting that Customer’s use of the Mappedin Technology infringes upon a third party intellectual or proprietary right, including patent, copyright, trademark, trade secret or any other intellectual or proprietary right.

The party being indemnified (“Indemnified Party”) must: (i) immediately notify the other party (“Indemnitor”) upon receiving notice of an actual or alleged indemnified claim; (ii) give the Indemnitor the right to conduct the defense and settlement of the claim provided that the Indemnified Party may, at Indemnitor’s expense, appoint counsel to defend such claim if Indemnitor fails to do so; and (iii) act in accordance with the reasonable written instructions of Indemnitor and give Indemnitor such assistance as Indemnitor reasonably requests in writing provided that Indemnitor reimburses Indemnified Party for any out of pocket expenses it incurs as a result.

If an injunction or order is obtained against Customer’s use of any Mappedin Technology by reason of allegations or infringement, or if in Mappedin’s opinion the Mappedin Technology is likely to become the subject of a claim of infringement, Mappedin shall at its expense: (x) procure for Customer the right to continue using the Mappedin Technology, or (y) modify or replace the Mappedin Technology, or (z) if (x) and (y) are not possible, terminate this Agreement and to the extent applicable, refund any prepaid Fees in the case of Paid Registered Users.

WARRANTY DISCLAIMERS.  UNLESS OTHERWISE SET FORTH IN THIS AGREMENT, MAPPEDIN MAKES NO WARRANTIES, CONDITIONS, ENDORSEMENTS, REPRESENTATIONS OR GUARANTEES, WHETHER EXPRESS, IMPLIED AND/OR STATUTORY, INCLUDING, ANY CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF DURABILITY, MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, ACCURACY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, ARISING FROM A STATUTE, CUSTOM, COURSE OF DEALING OR USAGE OF TRADE.

LIMITATIONS ON LIABILITY. IN NO EVENT SHALL MAPPEDIN’S AND/OR ITS SUPPLIERS’ (A) TOTAL AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR THE MAPPEDIN TECHNOLOGY EXCEED THE GREATER OF (1) THE FEES PAID BY CUSTOMER DURING THE PRIOR TWELVE (12) MONTHS AND (2) TEN ($10) DOLLARS; AND (B) BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (however arising, including negligence, breach of contract, strict liability or any other civil or statutory liability) ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING LOST PROFITS AND LOST DATA), WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR WHETHER OR NOT MAPPEDIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

CUSTOMER ACKNOWLEDGES THAT MAPPEDIN HAS RELIED ON THESE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE MAPPEDIN TECHNOLOGY AND IN THE ABSENCE OF SUCH DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS: (A) THE OTHER TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT (INCLUDING, THE FEES); AND (B) MAPPEDIN’S ABILITY TO OFFER, AND CUSTOMER’S ABILITY TO USE, THE MAPPEDIN TECHNOLOGY AND DIGITAL MAPS WOULD BE SUBSTANTIALLY IMPACTED.

THE LAWS OF SOME JURISDICTIONS PROHIBIT CERTAIN DISCLAIMERS, EXCLUSIONS AND/OR LIMITATIONS AND TO THE EXTENT THE LAWS OF A COMPETENT JURISDICTION PROHIBIT THEM, THESE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED.

MISSION CRITICAL APPLICATIONS.  MAPPEDIN DOES NOT AUTHORIZE NOR TAKE ANY RESPONSIBILITY WHATSOEVER FOR THE USE OF THE MAPPEDIN TECHNOLOGY (INCLUDING, DIGITAL MAPS) IN MISSION CRITICAL APPLICATIONS OR IN ANY OTHER SITUATION WHATSOEVER REQUIRING GUARANTEED, IMMEDIATE ACCESS AND ACCURACY OF THE DIGITAL MAPS.

MISCELLANEOUS.

  1. Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario along with any federal laws applicable therein unless Customer’s address is located outside of Canada, in which case, this Agreement shall be governed and construed in accordance with the laws of the State of New York along with any federal laws applicable therein.    The rules of private international law that lead to the application of the laws of any other jurisdiction, the provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts shall not apply to this Agreement in any manner whatsoever.

  2. Forum.  The Provincial and federal courts of the Province of Ontario shall have exclusive jurisdiction to hear any matter arising in connection with this Agreement unless Customer’s address is located outside of Canada, in which case, the courts located in the Borough of Manhattan, New York City, New York shall have exclusive jurisdiction to hear any matter arising in connection with this Agreement. The parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

  3. Injunctive Relief.  Customer agrees that a material breach of this Agreement may cause irreparable harm to Mappedin, for which a remedy at law may be inadequate.  Accordingly, in addition to any remedies at law, Customer agrees that Mappedin may seek injunctive relief without posting any security or bond.

  4. Severability. If any court finds any part of this Agreement to be invalid or unenforceable that part shall be severed from this Agreement and its invalidity or unenforceability shall not in any way affect the remaining provisions of this Agreement, which shall continue in full force and effect.

  5. Assignment. Customer may not assign or transfer (including by way of asset or stock sale) all or any of its rights, benefits and obligations under this Agreement without the prior written consent of Mappedin (which consent may be withheld or conditioned at Mappedin’s sole discretion) and any purported assignment without such consent shall be null and void and of no effect.  Mappedin may freely transfer and assign this Agreement or any of its rights or obligations hereunder.  Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

  6. Force Majeure. Neither party will be responsible or liable for any failure or delay in its performance under this Agreement, except for payment of Fees, to the extent due to an act of God or any other cause beyond its reasonable control.  The party suffering a force majeure event shall use reasonable efforts to mitigate against the effects of such force majeure event and the other party may terminate this Agreement if the force majeure event continues for more than ninety (90) days.

  7. Waiver. Failure of either party to insist on strict performance of any provision herein shall not be deemed a waiver of any rights or remedies that either party shall have and shall not be deemed a waiver of any subsequent default of the terms and conditions thereof. 

  8. Survival. The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof shall so survive the termination or expiration of this Agreement.

  9. Language.  If this Agreement is translated into a language other than English, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translations thereof.  Unless, and only to the extent prohibited by law in Customer’s jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to this Agreement shall be conducted in the English language, including any correspondence, discovery, submission, filings, pleadings, oral pleadings and arguments, and orders or judgments.

  10. Infringement of Copyright.  If any Customer believes that content available through the Mappedin Technology violates Customer’s or any other party’s copyright or other intellectual property right, please submit a DMCA Take Down Notice in accordance with Mappedin’s policy, which can be found on www.mappedin.com. 

  11. Entire Agreement.  This Agreement contains the entire understanding and agreement of the parties concerning the subject hereof and supersedes all prior or contemporaneous communications, representations, agreements, and understandings, either oral or written, between the parties with respect to its subject matter.  In the event of a conflict or inconsistency between these terms and conditions of this Agreement and the terms and conditions of any other agreement between the parties, these terms and conditions shall govern in relation to the Mappedin Technology.

  12. Headings. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement and when used in this Agreement ‘including” means “including without limitation.”

  13. Notice. Any notice, request, demand or other communication required or permitted hereunder shall be sufficiently given only if in writing and only if delivered by hand, email or courier addressed in the case of Customer to the latest email or address provided to Mappedin; and in the case of Mappedin to 14 Erb St. W., Waterloo, Ontario, Canada N2L 1S7, with a copy of all notices (except for support notices) also emailed to legal@mappedin.com.  Any such notices, requests, demands or other communications shall be received and effective: (i) if delivered by hand, registered mail (or its equivalent) or courier upon the date of receipt; or (ii) in the case of email, on the date of confirmation of receipt by answer-back from the party to whom the notice, request, demand or other communication was given.

  14. U.S. Government Rights. Notwithstanding any agreement with a third-party or any provision of law, regulation or policy, if Customer is an agency of the government of the United States of America, then Customer’s rights in respect of the Mappedin Technology shall not exceed the rights provided under this Agreement, unless expressly agreed upon by Mappedin in a written agreement between Customer and Mappedin or as required under U.S. Government Contract No. 70RSAT20CB0000014.  The Restricted Rights Notice (DEC 2007) is:

    “This computer software is submitted with restricted rights under Government Contract No 70RSAT20CB0000014.  It may not be used, reproduced, or disclosed by the Government except as provided in paragraph (b) of this notice or as otherwise expressly stated in the contract. This computer software may be: (1) Used or copied for use with the computer(s) for which it was acquired, including use at any Government installation to which the computer(s) may be transferred; (2) Used or copied for use with a backup computer if any computer for which it was acquired is inoperative; (3) Reproduced for safekeeping (archives) or backup purposes; (4) Modified, adapted, or combined with other computer software, provided that the modified, adapted, or combined portions of the derivative software incorporating any of the delivered, restricted computer software shall be subject to the same restricted rights; (5) Disclosed to and reproduced for use by support service Contractors or their sub-contractors in accordance with paragraphs (b)(1) through (4) of this notice; and (6) Used or copied for use with a replacement computer.

    Notwithstanding the foregoing, if this computer software is copyrighted computer software, it is licensed to the Government with the minimum rights set forth in paragraph (b) of this notice.”

  15. Additional Fees.  If Mappedin is required, as a result of activity arising out of or related to this Agreement, by any court or administrative agency of competent jurisdiction to respond to any subpoena, search warrant, discovery or other directive under the authority of any court or governmental inquiry or process in connection with Customer’s activities, Customer shall assist Mappedin’s attempt to reduce the burdens of compliance, and shall reimburse Mappedin for any and all reasonable expenses incurred in connection with such directives.

  16. Class Action Waiver.  If the forum for any matter arising in connection with this Agreement is in the United States, the parties agree to waive the right to bring consolidated disputes or to participate in class action proceedings, whether initiated by that party or by a third party.  WITH THIS CLASS ACTION WAIVER, CUSTOMER AND MAPPEDIN WILL NOT BE ABLE TO DO THESE TWO THINGS: (1) BRING A CLAIM AS A CLASS ACTION OR IN A REPRESENTATIVE CAPACITY; OR (2) PARTICIPATE IN A CLAIM AS A CLASS MEMBER.

  17. Electronic Delivery and Your Consent.  By using the Mappedin Technology, Customer consents to electronically receive from Mappedin all communications including notices, agreements, legally required disclosures or other information in connection with the Mappedin Technology (collectively, “Notices”).  If Customer desires to withdraw Customer’s consent to receive Notices electronically, Customer must discontinue its use of the Mappedin Technology.

  18. Amendments.  This Agreement may not be amended except by a document signed by Mappedin.  At any time, Mappedin, in its sole discretion, may: (i) change the features and/or functionality of the Mappedin Technology; and/or (ii) change the terms and conditions of this Agreement.  A Customer’s continued use of the Mappedin Technology shall be deemed acceptance of such changes to the terms and/or technology.  If Mappedin makes a material modification to the terms and conditions of the Agreement; or a material reduction in the features or functionality of the Mappedin Technology that affect Paid Registered Users prior to the end of Paid Registered User’s then current Subscription Period, then the Paid Registered User may terminate this Agreement immediately upon delivering notice to Mappedin.  If a Paid Registered User terminates this Agreement under the foregoing; then unless Mappedin was required by law to change the terms and conditions of this Agreement or to reduce the functionality of the Mappedin Technology, Mappedin shall refund to Paid Registered User any prepaid Fees.

APPENDIX 1

Defined Terms

Unless the context requires otherwise, the following terms shall have the meanings set out below: 

“Confidential Information” means any information that has economic value that Mappedin takes measures to protect (including, source code, customer lists, pricing and research) that it provides or otherwise makes available to Customer that is: (a) marked as confidential; (b) otherwise identified as confidential at the time of disclosure; or (c) would obviously be considered confidential in the context in which it was given that: (i) is not publicly available at the time of its disclosure and does not later become publicly available through no fault of Customer; (ii) was not in the possession of Customer prior to its disclosure under this Agreement; and (iii) was not independently developed by Customer. 

“Customer” means an unregistered user of the Mappedin Technology, Registered Users and/or Editors.

“Customer IP” means the Mapping Materials and Feedback and related intellectual property rights.

“Digital Map(s)” means the digital representation of the floors or other areas of a building(s) and the adjacent area created by the Mappedin Technology.

“Documentation” means the specifications set forth on the Registration Form and any user documentation published by Mappedin for the Mappedin Technology.

“Editors” means any individual authorized to access a Paid Registered User’s workspace within the Mappedin Technology in the manner corresponding to the role assigned to that individual within the Mappedin Technology and Documentation.

“End Users” means individuals that a Registered User permits to view the Digital Maps in order to facilitate those individuals navigating around or managing the buildings and adjacent area(s) for which the Digital Maps have been created.

“Feedback” means any recommendations, requests, enhancement requests correction, suggestions, proposals, ideas, improvements, or other feedback regarding the Mappedin Technology.

“Fees” mean Subscription & License Fees and Taxes.

“Free Registered User” means any Customer who has registered to receive or license Mappedin Technology at no cost to the Customer.

“Mappedin Services” means the routing and wayfinding services that provide Digital Maps to Registered Users for display to the End Users.

“Mappedin Software” means software, data, content and technology platform used to provide the Mappedin Services to Customer. 

“Mappedin Subscription” means any Mappedin Technology that Customer has elected to purchase for a set Subscription Period.

“Mappedin Technology” means the Mappedin Services, the Mappedin Software, Mappedin Works (excluding Customer IP) and relating intellectual property right.

“Mappedin Works” means any works resulting from the use of the Mappedin Technology, including Digital Maps.

“Mapping Materials” means pre-existing floorplans or maps, scans of buildings or portions thereof, or any other materials or data (excluding Feedback) that the Customer or the Customer’s Editors upload to the Mappedin Technology.

“Paid Registered User” means a Customer who has registered and paid for the Mappedin Technology.

“Personal Information” is any information that can be used to identify an individual and is protected under any applicable federal, provincial, or local privacy laws.  

“Registration Form” means any registration, shopping cart, checkout, purchase or other order form submitted by a Customer and accepted by Mappedin in any format.

“Registered Users” means a Free Registered User and a Paid Registered User.

“Reverse Engineer” means any act of reverse engineering, translating, disassembling, decompiling, decrypting, scraping, or deconstructing (including any aspect of “dumping of RAM/ROM or persistent storage”, “cable or wireless link sniffing”, “protocol analysis” or “black box” reverse engineering) data, software (including backend APIs, interfaces and any other data included in or used in conjunction with programs that may or may not technically be considered software code) or hardware or any method of obtaining or converting any information, data or software from one form into human-readable form or such other form as enables a Customer to utilize that information, the Digital Maps or data contained therein, or software for purposes other than those authorized by this Agreement.

“SDK” means Mappedin’s software developer toolkit and application program interfaces (APIs) made available by Mappedin to licensees.

“Subscription & License Fees” means any fee due for Customer’s license, use and/or access to the Mappedin Technology set forth in this Agreement (including a Registration Form).

“Subscription Period” shall mean the initial subscription period selected by Customer at the time of registering for the use of Mappedin Technology (“Initial Subscription Period”) along with each renewal period thereafter (each a “Renewal Subscription Period”).

“Taxes” means any taxes, tariffs, levies, duties, or similar governmental charges or assessments of any nature, including, value-added, sales, use, or withholding taxes, assessable by any jurisdiction.

“Term” shall mean the Subscription Period for the Mappedin Subscription and in all other cases until the Agreement is terminated in a manner set forth herein.

Last updated: August 26, 2024

Version: v20240826