Mapsly Terms & Conditions
THESE TERMS & CONDITIONS are entered between Mapsly LLC (the “Company”), a California company, and the user of the “Mapsly software” (the “Customer”), together referred to as the “Parties”;
WHEREAS, Company grants Customer a license to use “Mapsly software” (the “Software”, “System”) for the period of time of subscription and on the conditions described in this document and in the Customer’s subscription plan, which is part of the agreement;
NOW, THEREFORE, the Parties hereby agree as follows:
- Temporary Usage License. Effective the date of execution of this agreement, the Company grants the Customer the right to use the Software free-of-charge during the trial period and then based on a paid basis on the conditions described in the subscription plan chosen by the Customer.
- Price. The Customer shall pay for using the Software in accordance with the conditions of the Customer’s Subscription Plan, provided that Plan requires such payment. Payments are charged from the Customer’s bank card, which the Customer designates for this purpose.
- Term. This Agreement, as well as the granted temporary license, shall terminate automatically once the term of the Customer’s Subscription expires. The term shall automatically prolong in accordance with the Subscription Plan, if neither Party expresses desire to cancel the Subscription.
- Attorney’s fees. In the event a Party to this Agreement initiates litigation against the other Party, the prevailing Party shall be reimbursed by the other Party for attorneys’ fees and court costs, including any costs of appeal.
- WARRANTY WAIVER. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT (I) THE COMPANY DOES NOT WARRANT THAT THE SYSTEM WILL MEET ALL OF CUSTOMER’S NEEDS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE; AND (II) THE COMPANY SHALL NOT HAVE ANY OBLIGATIONS FOR ENSURING OR PERFECTING ITS OPERATION ON OR COMPATIBILITY WITH ANY CURRENT OR FUTURE VERSION OR RELEASE OF ANY HARDWARE, EQUIPMENT OR OPERATING SOFTWARE OR OTHER SOFTWARE PRODUCTS, WHICH CUSTOMER MAY ACQUIRE OR RECEIVE FROM ANY SOURCE, EXCLUDING THE COMPANY.
THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THIS AGREEMENT, THE SYSTEM AND THE SERVICES.
THE CUSTOMER ACKNOWLEDGES THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY COSTS, DAMAGES, EXPENSES, LOST PROFITS THAT MAY RESULT FROM OR RELATED TO WORK PRODUCT OR ITS USAGE BY ANY PARTY, INCLUDING, WITHOUT LIMITATION, ERRORS IN THE DEVELOPED SOFTWARE OR ITS BEHAVIOR.
- No SLA. The Company does not guarantee any particular share of time the system will be available for use (uptime). The Company will take reasonable efforts to notify the Customer of forthcoming maintenance but does not guarantee uninterrupted work of the Software at any time.
- Indemnity. Each Party shall indemnify, defend, and hold the other Party harmless from and against any and all claims, actions, suits, demands, assessments, or judgments asserted, and any and all losses, liabilities, damages, costs, and expenses (including, without limitation, attorneys fees, accounting fees, and investigation costs to the extent permitted by law) alleged or incurred arising out of or relating to any operations, acts, or omissions of the indemnifying party or any of its employees, agents, and invitees in the exercise of the indemnifying party’s rights or the performance or observance of the indemnifying party’s obligations under this agreement. Prompt notice must be given of any claim, and the party who is providing the indemnification will have control of any defense or settlement.
- Entire agreement. This Agreement supersedes all previous agreements between the Parties, both oral and written, except for the Non-Disclosure Agreement, in case if the Parties have signed such an agreement prior to this Agreement.
- Cumulative Rights. Any specific right or remedy provided in this contract will not be exclusive but will be cumulative of all other rights and remedies.
- Modification of Agreement. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing – including electronic form – and duly executed by both parties.
- LIMIT OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY IN CONTRACT, TORT OR OTHERWISE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, PUNITIVE OR ECONOMIC DAMAGES OR LOST PROFITS, REGARDLESS OF WHETHER EITHER PARTY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW OR IN FACT SHALL KNOW OF THE POSSIBILITY.
- Severability. If any provision of this agreement shall be declared by any court of competent jurisdiction to be illegal, void, or unenforceable, the other provisions shall not be affected but shall remain in full force and effect. If the non-solicitation provision are found to be unreasonable or invalid, these restrictions shall be enforced to the maximum extent valid and enforceable.
- Survival. All provisions that logically ought to survive termination of this agreement shall survive the termination or expiration of this Agreement.
- Waiver. Failure of either party to insist on strict compliance with any of the terms, covenants, and conditions of this agreement shall not be deemed a waiver of such terms, covenants, and conditions, or of any similar right or power hereunder at any subsequent time.
- Successors and Assigns. This agreement shall be binding on and inure to the benefit of the Parties hereto and their respective heirs, legal or personal representatives, successors, and assigns.