Mapsly Terms of Service

READ THESE TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE USING MAPSLY.

BY USING MAPSLY, CLICKING “AGREE” WHEN PROMPTED BY THE MAPSLY SOFTWARE, OR OTHERWISE ACCEPTING THIS AGREEMENT YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR ANOTHER ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACCEPT THIS AGREEMENT ON ITS BEHALF.

Mapsly may update these Terms of Service at any time, without prior notice, by posting a new version at https://mapsly.com/terms. If you do not agree with all the terms and conditions of these Terms of Service, you must stop using the Service; your continued use of the Service will signify your acceptance of these Terms of Service.

This agreement is between Mapsly LLC, a California limited liability company (“Mapsly”), and you as an end-user of the Mapsly software service agreeing to these Terms of Service (“User”), collectively referred to as the “Parties” and individually as the “Party”.

1. MAPSLY SERVICE (“Service”). The Service is designed to provide User with the capability to visualize location data, analyze it and use it to manage your sales and service workforce and business. The Service is based on the Mapsly Internet-based geo-intelligence software platform (the “Mapsly Software”) that is hosted by Mapsly or on Mapsly’s behalf and accessible by User remotely through the Mapsly website and mobile applications.
   
2. GRANT OF LICENSE AND USE OF SERVICE.
   
   1. Grant of license. Subject to this Agreement, Mapsly grants to User a limited, non-transferable, non-exclusive, non-sublicensable, revocable right and license to access and use the Service for the term of this Agreement (the “License”) unless terminated earlier.
   2. Usage by User’s employees and contractors. User may allow its employees and contractors to access the Service, in compliance with these Terms of Service, for the sole benefit of User. User is responsible for ensuring its employees and contractors comply with these Terms of Service.
      
   3. Availability of Services. The Service will include periodic maintenance of the Mapsly software, including updates, bug fixes, and upgrades to the software. Subject to these Terms of Service, Mapsly will make commercially reasonable efforts to provide the Service 24 hours a day, 7 days a week through the term of this Agreement. User agrees that sometimes the Service as a whole or some of its features may become unavailable for limited periods of time (“Downtime”) for various reasons, including maintenance, upgrades, service malfunctions as well as causes beyond Mapsly’s control or that are not reasonably foreseeable by Mapsly, including the interruption or failure of telecommunications or digital transmission links, hostile network attacks, network congestion or other failures). Mapsly will use reasonable efforts to minimize Downtime, it may not be responsible for any damages or costs incurred by User, including without limitation, lost profits that may arise in connection with Downtime.
      
3. PAYMENT.
   
   1. Subscription to Service. The Service becomes available to User through subscription to Service and after payment of the applicable subscription fee (the “Service Fee”). Payments are due in advance.
      
   2. Billing Date and Billing Period. The Service is charged monthly or annually. The option of an annual subscription becomes available if the Service Fee is above a certain amount. For monthly subscriptions, the “Billing Date” is the day of the month of the first Service Fee payment, and a “Billing Period” starts on the Billing Date of a month and lasts until the Billing Date of the next month. For an annual subscription, the Billing Date is the day of the year of the first payment, and the Billing Period starts on the Billing Date of a year and lasts until the Billing Date of the next year.
      
   3. Dynamic pricing. Service Fee for each month is determined based on User’s current usage metrics (including without limitation User’s number of purchased user seats, the volume of User Data, and activated additional paid features) in accordance with Mapsly pricing published at https://mapsly.com/pricing and may change month-to-month as User’s usage metrics change.
      
      Every time the estimated Service Fee for the next month changes, Mapsly will notify User by email, unless the change was initiated by the User in the Mapsly Software’s Billing section.
      
      The pricing structure, prices of particular features, and billing methods may be updated over time.
      
   4. Upgrading and Downgrading. When User upgrades to a higher payment plan or purchases additional user seats, Mapsly will charge a prorated amount until the end of the current billing period. When User downgrades to a lower payment plan or removes user seats, the new Service Fee will take effect from the next billing cycle.
      
   5. Trial Period. For a limited period of time, Mapsly may offer User to use the Service without payment (the “Trial Period”), as designated at https://mapsly.com/pricing. Some features of the Service may not be available during the Trial Period. After the Trial Period ends, User must subscribe to a paid account in order to continue to use the Service.
      
   6. Suspension of Service. If any amounts owed by User for the Service are fourteen (14) or more days overdue, Mapsly may, without limiting Mapsly’s other rights and remedies, suspend User’s subscription and access to the Service until the overdue amounts are paid in full.
      
4. USER DATA; AGGREGATE DATA.
   
   1. User Data. All data uploaded by User to the Mapsly Software (“User Data”) remains the property of User. Customer owns all rights, title and interest in and to User Data. During the Term, Customer grants Mapsly a worldwide, non-exclusive, royalty-free, non-sublicensable (except as needed to provide the Service) right to access and use User Data to provide the Service to Customer and to monitor and improve the Service.
      
      User shall back up User Data during the term of this Agreement and may not have access to the User Data via the Service after the subscription to Service is canceled or if the Agreement is otherwise terminated.
      
   2. Privacy Policy. Mapsly’s privacy policy (the “Privacy Policy”) describes how Mapsly collects and uses User’s data related to using the Service including the mobile apps. User acknowledges and agrees to this Privacy Policy, and that Mapsly may modify it during the term of the Agreement.
      
   3. Statistical Data. Mapsly may collect, develop, create, extract, compile, synthesize, analyze and commercialize statistics, benchmarks, measures, and other information (the “Statistical Data”) based on User Data that is:
      (i) anonymized and not identifiable to any person or entity,
      (ii) combined with the data of other customers or additional data sources, and
      (iii) presented in a way that does not reveal User’s identity or the identities of its users.
      Such “Statistical Data” will be owned solely by Mapsly and may be used for any lawful business purpose without a duty of accounting to User.
      
5. USER OBLIGATIONS.
   
   1. User represents that they are of legal age to form a binding contract.
      
   2. Acceptable Use Policy. User may not:
      (i) sell, resell, rent, lease, license, sublicense, transfer, assign, distribute or otherwise commercially exploit the Service or make it available to any third party in any way except as permitted by this Agreement;
      (ii) intentionally or unintentionally violate any applicable local, state, national and international laws and regulations;
      (iii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material;
      (iv) store or transmit material in violation of third-party rights;
      (v) interfere with or disrupt the Service, its integrity or performance;
      (vi) test, probe, or scan vulnerability of the Service, or attempt to gain unauthorized access to the Service or their related systems or networks;
      (vii) circumvent or attempt to circumvent any usage control features of the Service;
      (viii) reserve engineer or access the Service for the purpose of building a competitive product or service, or copy any of Mapsly’s features or functions.
      
   3. Obligation to provide true information. User agrees to provide accurate and up-to-date information about themselves during the registration in the Service and to maintain this information accurate and up-to-date during the term of this Agreement.
      
   4. User is solely responsible for:
      (i) keeping Mapsly login information secure and confidential;
      (ii) User Data;
      (iii) all activity in User’s account in the Service.
      
6. LIMITED WARRANTY; DISCLAIMER. CUSTOMER UNDERSTANDS AND AGREES THAT MAPSLY’S SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MAPSLY, ITS AFFILIATES, AND SUPPLIERS DO NOT MAKE, AND HERE DISCLAIM, ALL WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, QUALITY, SUITABILITY, OPERABILITY, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY, ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE.
   
   NO AGENT OF SUPPLIER IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF MAPSLY AS SET FORTH IN THESE TERMS. MAPSLY DOES NOT WARRANT THAT:
   (A) THE USE OF MAPSLY SOFTWARE OR THE MASPLY SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA;
   (B) THE MAPSLY SOFTWARE OR THE MAPSLY SERVICE WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS;
   (C) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY USER THROUGH MAPSLY SOFTWARE OR THE MAPSLY SERVICES WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS OR BE ACCURATE OR RELIABLE;
   (D) THE SERVERS THAT MAKE MAPSLY SOFTWARE AND THE MAPSLY SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MAPSLY SOFTWARE AND MAPSLY SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MAPSLY IS NOT RESPONSIBLE FOR ANY DELAYS OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. USER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S SYSTEMS OR LOSS OF DATA THAT RESULTS FROM USE OF MAPSLY SOFTWARE, MAPSLY SERVICES, OR THIRD PARTY OFFERINGS.
   
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WHATSOEVER SHALL EITHER MAPSLY OR ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, SHAREHOLDERS, AGENTS, LICENSORS OR REPRESENTATIVES, NOR CUSTOMER OR ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, SHAREHOLDERS, AGENTS, LICENSORS OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, DATA, PROFIT, REVENUE, GOODWILL, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR UNAUTHORIZED ACCESS TO INFORMATION AND THE LIKE, EVEN IF EITHER PARTY OR AN AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR AN AMOUNT IN EXCESS OF THE TOTAL MONETARY AMOUNT ACTUALLY RECEIVED BY MAPSLY FROM CUSTOMER FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM.
   
8. MUTUAL CONFIDENTIALITY.
   
   1. Definition. “Confidential information” is oral, electronic, or written information that is  designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of its disclosure. Mapsly’s Confidential information includes without limitation the non-public information about pricing, features, and performance of the Service. User’s Confidential information includes, without limitation, User Data.
      
   2. Exclusion. Confidential Information does not include the following:
      (A) information that is currently publicly available or that becomes publicly available without breach of this Agreement by the receiving party (the “Recipient”);
      (B) information that was acquired by the Recipient without restriction on its use or disclosure before the information was received from the disclosing party (the “Discloser”);
      (C) information that was obtained by the Recipient without restriction on its use or disclosure from a third party authorized to make the disclosure;
      (D) independently developed by the Recipient without using or referring to the Discloser’s Confidential Information.
      
   3. Protection of Confidential Information. The Recipient may only use the Discloser’s Confidential Information in relation to this Agreement. The Recipient shall maintain the confidentiality of the Discloser’s Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information, implement reasonable administrative, physical, and technical safeguards, and no less than a reasonable degree of care. The Recipient shall not disclose any of the Discloser’s Confidential Information except to Recipient’s employees, contractors, and agents who need to know the information to provide the Service, in which case Recipient shall cause these recipients to agree to and abide by commercially reasonable confidentiality terms.
      
   4. Compelled Disclosure. If the Recipient is required by law or a valid court or government order to disclose any of the Discloser’s Confidential Information, then (to the extent permitted under the law) the Recipient shall promptly notify the Discloser in writing of the required disclosure so that the Discloser may seek to protect its Confidential Information.
      
9. RESERVATION OF RIGHTS. The software, workflow processes, user interface, designs, know-how, and other technologies provided by Mapsly as part of the Service are the proprietary property of Mapsly and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Mapsly. Mapsly reserves all rights unless expressly granted by this Agreement.

10. TERM AND TERMINATION.
    
    1. Term. This agreement starts when User accepts these Terms of Service and continues until the end of the paid period after the subscription to Service has been canceled, unless the Agreement is terminated earlier by either Party.
       
    2. Cancellation of Service by User. User may terminate this Agreement by canceling the subscription to Service at any time, without providing notice. After the subscription has been canceled, User may continue to use the Service until the end of the paid period, after which the Agreement is terminated.
       
       User is not charged after the date of cancellation but is responsible for all charges incurred up until the date of cancellation. Mapsly is not obligated to refund any of the already paid fees.
       
       After this Agreement is terminated, User can no longer access User Data via the Service.
       
    3. Either Party may terminate the Agreement with immediate effect by serving written notice, if:
       (i) the other Party files a petition for bankruptcy or is adjudicated as bankrupt;
       (ii) a petition in bankruptcy is filed against the other Party and such petition is not removed or resolved within thirty (30) calendar days;
       (iii) the other Party makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to bankruptcy law;
       (iv) the other Party discontinues its business;
       (v) a receiver is appointed over all or substantially all of the other Party’s assets or business;
       (vi) the other Party is dissolved or liquidated; or
       (vii) any payment due by the other Party is late for a period of time exceeding 21 days.
       
    4. Termination by Mapsly. Mapsly may terminate the Agreement with immediate effect, if User violates these Terms of Service, or if Mapsly has reasonable grounds to believe that User has violated any of User’s obligations set forth in this Agreement.
       
    5. Effect of Termination. Termination of this Agreement will not relieve a Party of any liability for breach hereof.
       
11. INDEMNITY.
    
    1. Mapsly Indemnity.
       
       (A) General. Mapsly will defend or settle any third-party claim against User to the extent that such claim alleges that Masply Software alone, and not in combination with the User’s or a third party’s software or hardware, violates a copyright, patent, trademark or other intellectual property rights (the “Claim”), contingent on the following:
       (i) User shall promptly notify Mapsly of such Claim;
       (ii) User shall allow Mapsly to solely control the defense and settlement of the claim;
       (iii) at Mapsly’s request and expense, User shall provide all reasonable assistance in the defense of such Claim.
       
       (B) Costs. Mapsly will pay reasonable infringement claim defense costs incurred as part of Mapsly’s obligations above, settlement amounts negotiated by Mapsly, and the court awarded damages. Mapsly shall not be liable to User for any indirect damages including without limitation lost income or business.
       
       (C) Mitigation and Process. If any such Claim which Mapsly is obligated to defend has occurred or appears likely to occur, Masly may at its sole discretion:
       (i) modify the Mapsly Software to make it non-infringing while preserving functional equivalency;
       (ii) procure the necessary rights;
       (iii) terminate this Agreement and refund User prepaid and unused fees (if none of the options above is reasonably available).
       
       (D) Exclusions. Mapsly’s obligations above shall not apply if a Claim arises from:
       (i) Mapsly’s compliance with User’s specifications;
       (ii) technology not developed or provided by Mapsly (third-party components);
       (iii) use of Mapsly in combination with any other technology not provided by Mapsly where the alleged infringement relates to such combination;
       (iv) modifications or alterations to Mapsly software other than by Mapsly;
       (v) User’s continued use of Mapsly after Mapsly notifies User to stop using the Service because of a Claim;
       (vi) User systems;
       (vii) User’s violation of applicable law or this Agreement.
       
       (E) EXCLUSIVE REMEDY. THE “MAPSLY INDEMNITY” SECTION STATES THE ENTIRE LIABILITY OF MAPSLY WITH RESPECT TO THE INFRINGEMENT OF ANY PROPRIETARY RIGHTS BY MAPSLY, AND USER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF MAPSLY WITH RESPECT THERETO.
       
    2. User Indemnity. User agrees to indemnify and hold Mapsly and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any claim or demand, including but not limited to reasonable attorneys’ fees, made by any third party due to or arising out of User Data you submit, post, transmit, or otherwise make available through the Service, your use of the Service, your connection to the Service, any content you create, manage or control in connection with the Service, your violation of the terms of this Agreement, or your use of the Service in violation of any third-party rights.
       
12. GOVERNING LAW AND ARBITRATION. THIS AGREEMENT IS GOVERNED BY THE LAWS OF CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. THE PARTIES AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS SPECIFICALLY EXCLUDED FROM APPLICATION TO THESE TERMS. ANY DISPUTE BETWEEN USER AND MAPSLY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS RULES, IN SAN FRANCISCO, CA. NOTWITHSTANDING THE FOREGOING, MAPSLY HAS THE RIGHT TO PURSUE EQUITABLE RELIEF IN THE STATE AND FEDERAL COURTS LOCATED IN CALIFORNIA, AND USER AGREES TO THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS. NOTHING IN THIS AGREEMENT PREVENTS EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION. THE PREVAILING PARTY IN ANY ARBITRATION OR LITIGATION IS ENTITLED TO RECOVER ITS ATTORNEYS’ FEES AND COSTS FROM THE OTHER PARTY.
    
13. OTHER TERMS.
    
    1. Entire Agreement and Changes. This Agreement constitutes the entire agreement between User and Mapsly and supersedes all prior communications, representations, or agreements, oral or written between the parties. This Agreement may be amended and the observance of any of its provisions be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.
       
    2. Independent Contractors. It is expressly agreed that Mapsly and User shall be independent contractors and that the relationship between them shall not constitute a partnership, joint venture or agency.
       
    3. Severability. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.
       
    4. Force Majeure. Except for the payment of monies, neither Party is liable for events beyond its reasonable control, including, without limitation force majeure events.
       
    5. Publicity. Mapsly has the right to display User’s corporate name and trademarks on Mapsly’s website and marketing materials identifying User as a subscriber to the Service, unless User notifies Mapsly in writing within thirty-five (45) days of accepting these Terms of Service that User does not grant Mapsly such rights.
       
    6. Survival of Terms. Any terms that by their nature survive termination of this agreement for a Party to assert its rights and receive the protections of this agreement, will survive. 
    7. Feedback. If User provides feedback, suggestions, evaluations, feature requests or ideas to Mapsly (collectively, “Feedback”), User hereby irrevocably assigns all intellectual property rights related to the Feedback to Mapsly, and Mapsly (and their clients) may use it without obligation to User.

If you have questions or suggestions about our Terms of Service, contact us at [email protected] or by mail:
Mapsly LLC
440 N Barranca Ave #4985
Covina, CA 91723