Mapsly 服务条款
Effective date: July 31, 2026. This version supersedes the version last modified November 28, 2025.
These Mapsly Terms of Service (this “Agreement”) are between Mapsly LLC, a California limited liability company (“Mapsly”), and the entity on whose behalf these Terms of Service are accepted or, if they are not accepted on behalf of an entity, the individual accepting them (“User”), collectively referred to as the “Parties” and individually as the “Party”. By accessing or using the Service, registering for an account, or clicking to accept these Terms of Service, User agrees to be bound by this Agreement. Quotes and order forms (collectively, “Quotes”) executed between Mapsly and User shall be governed by this Agreement. Any capitalized terms used herein but not defined shall have the meanings respectively set forth in the applicable Quote.
1. MAPSLY SERVICE (“Service”)
1.1 The Service. The Service is designed to provide User with the capability to visualize location data, analyze it and use it to manage User’s 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.
1.2 Business Use. The Service is intended solely for use in User’s trade or business and not for personal, family, or household purposes.
1.3 Third-Party Services. The Service interoperates with third-party products, platforms, and services, including CRM systems, spreadsheet platforms, and mapping and data providers (“Third-Party Services”). Third-Party Services are not part of the Service, and User’s use of them is governed by the applicable third party’s terms. Mapsly does not control Third-Party Services and is not responsible for their availability, accuracy, security, or continued interoperability with the Service. If a third party materially changes, restricts, or withdraws an API or other integration mechanism on which an integration depends, Mapsly may modify, suspend, or discontinue the affected integration without liability to User, and will use commercially reasonable efforts to notify affected Users.
1.4 AI Features. Certain features of the Service use artificial intelligence or machine learning technologies, including features that generate, summarize, transcribe, or suggest content or actions (“AI Features”). AI Features are probabilistic in nature: outputs may be inaccurate, incomplete, or unsuitable for User’s purposes, and may vary for similar inputs. User is responsible for reviewing the outputs of AI Features before relying on them or applying them to User Data, and remains solely responsible for all data written to its systems through the Service. AI Features are provided “as is” and may be modified, supplemented, or discontinued over time. Mapsly does not use User Data or User’s Confidential Information to train generalized artificial intelligence or machine learning models; User Data may be processed by AI model providers acting as Mapsly’s sub-processors solely to provide the Service to User.
2. GRANT OF LICENSE AND USE OF SERVICE
2.1 Grant of license. Subject to this Agreement, Mapsly grants to User a limited, non-transferable, non-exclusive, non-sublicensable right and license to access and use the Service for the Term of this Agreement (the “License”) unless terminated earlier.
2.2 Usage by User’s employees and contractors. 用户可允许其员工和承包商（统称为“终端用户”）访问本服务，须遵守本服务条款，并且仅为用户的利益。用户有责任确保其终端用户遵守本服务条款。
3. PAYMENT
3.1 Subscription to Service. The Service becomes available to User through subscription to Service and after payment of the applicable subscription fee (the “Service Fee”). All fees are payable in advance and, except as expressly set forth in this Agreement or required by applicable law, are non-refundable and non-creditable, including fees for annual subscriptions paid up front. Mapsly may elect, in its sole discretion, to issue a refund or credit in a particular case; doing so does not obligate Mapsly to issue refunds or credits in any other case and does not waive this Section.
3.2 Billing Date and Billing Period. The Service is charged monthly or annually. For a monthly subscription, 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 one-year anniversary of the Billing Date. Subscriptions renew automatically for successive Billing Periods at the then-current rates unless User cancels the subscription before the start of the next Billing Period. For annual subscriptions, Mapsly will send a renewal notice to the email address associated with User’s account in advance of the renewal date.
3.3 Dynamic pricing. 每个月的服务费是根据用户当前的使用指标确定的（包括但不限于用户购买的用户席位数量、用户数据量以及已激活的额外付费功能），并依据Mapsly公布的定价标准。 https://mapsly.com/pricing 并且可能会随着用户的使用指标的变化而逐月调整。
每当下个月的预计服务费发生变化时，Mapsly 将通过电子邮件通知用户，除非该变化是用户在 Mapsly 软件的计费部分发起的。
The pricing structure, prices of particular features, and billing methods may be updated over time. These changes shall not affect User within the current Billing Period, and User will be notified of such changes at least 30 days in advance. If Mapsly and User executed Quotes with individual pricing, the individual pricing in the Quotes takes priority.
3.4 Upgrading and Downgrading. 当用户升级到更高级别的付费方案或购买额外的用户席位时，Mapsly将按比例收取费用，直到当前计费周期结束。当用户降级到较低的付费方案或减少用户席位时，新服务费将从下一个计费周期开始生效。
3.5 Trial Period. 在有限时间内，Mapsly 可能向用户提供免费使用服务的机会（“试用期”），具体如所指定 https://mapsly.com/pricing服务的某些功能在试用期内可能无法使用，或可能在更严格的使用限制下提供。试用期结束后，用户必须订阅付费账户才能继续使用该服务。
3.6 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. Mapsly may also suspend User’s access to the Service, in whole or in part, if Mapsly reasonably determines that (i) User’s use of the Service violates Section 6 or poses a security risk to the Service or any third party, or (ii) continued provision of the Service to User could expose Mapsly to liability or is prohibited by applicable law. Mapsly will limit any such suspension in scope and duration to what is reasonably necessary and will restore access promptly once the grounds for suspension are cured. Suspension does not relieve User of its payment obligations, and no Service Fees will be refunded or credited for periods of suspension under this Section.
3.7 Taxes. Fees are exclusive of all taxes, levies, duties, and similar governmental assessments of any nature, including value-added, sales, use, and withholding taxes (“Taxes”). User is responsible for all Taxes associated with its purchases under this Agreement, other than taxes based on Mapsly’s net income. If User is required by applicable law to withhold or deduct any amount from a payment to Mapsly, User shall increase the payment so that Mapsly receives the full amount it would have received absent the withholding or deduction, and shall provide Mapsly with official receipts or other evidence of payment of the withheld amounts.
3.8 Late Payments. Any amounts not paid when due accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full.
4. SERVICE UPTIME COMMITMENT
4.1 Maintenance. Mapsly 可能会不定期进行计划维护、系统升级和基础设施改进，以维护和提升服务，这可能会导致服务暂时不可用。Mapsly 将尽合理努力提前至少四十八（48）小时通知用户计划内维护，并尽量减少此类维护窗口的持续时间和影响。
4.2 Disclaimer. 尽管MAPSLY努力保持高可用性并将停机时间降至最低，用户承认某些中断是不可避免的。因此，除本协议明确规定外，MAPSLY不对任何业务、收入或数据的损失，或因服务不可用而产生的任何间接、偶然或后果性损害承担责任，包括维护或更新期间。
4.3 Downtime definition. “Downtime”指由于Mapsly系统或基础设施内的非计划事件或事故导致服务不可用或无法执行其核心功能的任何时间段，从检测或报告不可用的时间开始计算，直到问题解决。
Downtime does not include any period of unavailability or degraded performance that is:
(A) 由于计划维护，Mapsly 将至少提前四十八（48）小时通过应用内消息或电子邮件发出通知；
(B) 因为为保护系统完整性或安全所必需的紧急维护；
(C) 由于超出 Mapsly 合理控制范围的因素引起，包括但不限于不可抗力事件、政府行为、广泛的互联网中断或托管服务提供商或第三方集成的故障；
(D) 归因于用户的系统、软件、网络、互联网访问或违反本协议滥用服务的情况；或，
(E) 由于被标识为 Beta、预览或非普遍可用功能的特性。
4.4 Monthly Uptime Percentage. Mapsly 将尽商业上合理的努力，使服务的月度正常运行时间百分比至少达到 99.0%（“最低服务承诺”），该百分比以每个日历月为周期进行衡量。某些订阅计划可能包括更严格的正常运行时间承诺（例如 99.5% 或 99.9%），在这种情况下，应适用适用计划或报价中规定的更高承诺。“月度正常运行时间百分比”定义为一个日历月中的总分钟数减去“停机时间”分钟数，再除以该月的总分钟数。
4.5 Service Credit. If the applicable uptime commitment under Section 4.4 is not met in two (2) consecutive calendar months, User may request a service credit equal to one week of the pro-rated Service Fee.
4.6 Service Credit Eligibility. To be eligible for the Service Credit, User must submit a written request to Mapsly’s support team at [email protected] 在第二个受影响月份结束后15个日历日内，包括：
• 每次停机的日期和时间
• 对服务可用性的影响的简要说明，
• Any supporting information or logs reasonably available to User.
已批准的信用额度：
• 将应用于未来的订阅发票，
• 不可转让、不可退款，且不可兑换现金。
4.7 Exclusive Remedy. The credit described above constitutes User’s sole and exclusive remedy for Mapsly’s failure to meet the applicable uptime commitment under Section 4.4.
5. USER DATA; AGGREGATE DATA
5.1 User Data. All data uploaded by User to or created within the Mapsly Software (“User Data”) remains the property of User. User owns all rights, title and interest in and to User Data. During the Term, User grants Mapsly a worldwide, non-exclusive, royalty-free, non-sublicensable (except as needed to provide the Service) right and license to access and use User Data to provide the Service to User and to monitor and improve the Service. This license continues for the Term; User may not revoke it during the Term except by canceling the subscription pursuant to Section 11.2, in which case the license terminates when this Agreement terminates. User Data does not include account, authentication, billing, support, telemetry, and usage information that Mapsly processes as an independent controller, as described in the Privacy Policy.
用户应在本协议期限内备份用户数据，在取消服务订阅或协议以其他方式终止后，可能无法通过服务访问用户数据。
5.2 Privacy Policy. Mapsly 的隐私政策（“隐私政策”），位于 https://mapsly.com/privacy-policy, describes how Mapsly processes personal information as an independent controller, including account, authentication, billing, support, usage, website, and marketing information. Mapsly’s processing of personal data on User’s behalf is governed by the DPA (Section 5.4), not the Privacy Policy. User acknowledges the Privacy Policy and that Mapsly may update it as described therein.
5.3 Statistical Data. Mapsly 可能会基于用户数据收集、开发、创建、提取、编译、综合和分析统计数据、基准、度量及其他信息（“统计数据”），这些用户数据包括：
• 聚合且匿名处理，不可识别且无法与任何个人（包括任何终端用户）或实体重新识别，
• 与其他客户的数据或额外数据源组合，且
• 以不泄露用户身份及其用户身份的方式呈现。
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. Mapsly will not attempt to re-identify Statistical Data.
5.4 Data Processing Addendum. To the extent Mapsly processes personal data on behalf of User in providing the Service, the Mapsly Data Processing Addendum available at https://mapsly.com/dpa (the “DPA”) is incorporated into and forms part of this Agreement. With respect to the processing of personal data, in the event of a conflict: (i) the Standard Contractual Clauses (as defined in the DPA) control to the extent required by their terms; (ii) the DPA controls over these Terms of Service; and (iii) for all matters other than the processing of personal data, these Terms of Service control.
6. USER OBLIGATIONS
6.1 Acceptable Use Policy. 用户可能无法：
• 出售、转售、出租、租赁、许可、再许可、转让、分配或以其他任何方式商业利用该服务，或以任何方式向任何第三方提供该服务，除非本协议另有许可；
• 故意或无意违反任何适用的地方、州、国家和国际法律法规；
• 使用本服务存储或传输侵权、未经请求的营销邮件、诽谤性或其他令人反感、非法或侵权的材料；
• 存储或传输侵犯第三方权益的材料；
• 干扰或破坏服务及其完整性或性能；
• test, probe, or scan vulnerability of the Service, or attempt to gain unauthorized access to the Service or its related systems or networks;
• 绕过或试图绕过服务的任何使用控制功能；
• 为构建竞争性产品或服务而对服务进行逆向工程或访问，或复制 Mapsly 的任何功能或特性。
6.2 Obligation to provide true information. 用户同意在服务注册期间提供其准确且最新的信息，并在本协议期限内保持该信息的准确和最新。
6.3 Responsibility for account. 用户全权负责：(i) 保持 Mapsly 登录信息的安全和机密；(ii) 用户数据；以及 (iii) 用户账户在服务中的所有活动。
6.4 Consents and Legal Bases. User represents and warrants that it has provided all notices to, and obtained all consents where required from, End-Users and other data subjects, and has established all other lawful bases required under applicable law for the collection and processing of User Data through the Service, including without limitation End-User location data collected through location tracking, check-in, and similar features. User is solely responsible for determining whether its use of such features complies with the laws applicable to User, including employment and employee-monitoring laws.
6.5 Export Control and Sanctions. User represents and warrants that User (i) is not located in, organized under the laws of, or ordinarily resident in any country or territory that is subject to comprehensive sanctions administered by the United States (including by the Office of Foreign Assets Control), the European Union, or the United Kingdom; (ii) is not identified on any applicable government list of prohibited, denied, or restricted parties; and (iii) will not use or access the Service, or permit any End-User to use or access the Service, in violation of any applicable export control or sanctions laws.
7. LIMITED WARRANTY; DISCLAIMER
用户理解并同意MAPSLY的服务是按“现状”和“可用性”提供的。MAPSLY、其附属机构及供应商在此否认并不作任何种类的明示、法定或暗示的保证，包括但不限于对适销性、特定用途适用性或非侵权、质量、适用性、操作性、系统集成、无干扰、工艺、真实性、准确性、无缺陷（无论是隐性还是显性）以及任何因交易惯例、使用或贸易而产生的保证。
没有任何 MAPSLY 的代理、代表或经销商被授权对本保证条款进行任何修改、扩展或补充。MAPSLY 不保证：
• 使用 MAPSLY 软件或 MAPSLY 服务 不保证 安全、及时、不间断或无错误，或与任何其他硬件、软件、系统或数据组合使用；
• MAPSLY软件或MAPSLY服务将满足用户的需求或期望；
• 用户通过 MAPSLY 软件或 MAPSLY 服务获得的任何信息或其他材料的质量将满足用户的要求或期望，或为准确或可靠；
• 提供 MAPSLY 软件和 MAPSLY 服务的服务器无病毒或其他有害组件。
MAPSLY 软件和 MAPSLY 服务可能受到使用互联网和电子通讯时固有的限制、延迟及其他问题的影响。MAPSLY 不对因这些问题导致的任何延迟或其他损害负责。用户应自行承担因使用 MAPSLY 软件、MAPSLY 服务或第三方产品而造成的系统损坏或数据丢失的全部责任。
8. 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 USER 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 USER FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION DO NOT APPLY TO: (I) USER’S OBLIGATION TO PAY FEES AND TAXES DUE UNDER THIS AGREEMENT; (II) USER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.2; (III) USER’S BREACH OF SECTION 6.1 (ACCEPTABLE USE POLICY) OR USE OF THE SERVICE IN VIOLATION OF APPLICABLE LAW; OR (IV) USER’S BREACH OF SECTION 9 (MUTUAL CONFIDENTIALITY). MAPSLY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.1 ARE SUBJECT TO THE LIMITATIONS IN THIS SECTION.
9. MUTUAL CONFIDENTIALITY
9.1 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.
9.2 Exclusion. 保密信息不包括以下内容：
• 当前已公开或未经接收方（“接收方”）违反本协议而公开的信息；
• 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”);
• 接收方从有权披露的第三方处获得且对其使用或披露不受限制的信息；
• information independently developed by the Recipient without using or referring to the Discloser’s Confidential Information.
9.3 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 the Recipient’s employees, contractors, agents, and professional advisers who have a need to know the information to exercise the Recipient’s rights or perform the Recipient’s obligations under this Agreement, in which case Recipient shall cause these recipients to agree to and abide by commercially reasonable confidentiality terms. The obligations in this Section 9 survive for five (5) years after termination of this Agreement, except that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law, and obligations with respect to personal data continue as required by the DPA and applicable law.
9.4 Compelled Disclosure. 如果接收方被法律或有效的法院或政府命令要求披露披露方的任何机密信息，则（在法律允许的范围内）接收方应及时以书面形式通知披露方所要求的披露，以便披露方寻求保护其机密信息。
10. RESERVATION OF RIGHTS
Mapsly作为服务部分提供的软件、工作流程、用户界面、设计、专有技术及其他技术均为Mapsly及其许可方的专有财产，且该等项目的所有权利、所有权和利益，包括所有相关的知识产权，仅归Mapsly所有。除非本协议明确授予，否则Mapsly保留所有权利。
11. TERM AND TERMINATION
11.1 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.
11.2 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. User is responsible for exporting User Data before this Agreement terminates. Following termination, Mapsly will delete User Data in accordance with the DPA, no later than ninety (90) days after termination, except to the extent applicable law requires retention. Mapsly may, but is not obligated to, provide reasonable assistance with the export of User Data during that period at Mapsly’s then-current rates.
11.3 Termination for cause. Either Party may terminate the Agreement with immediate effect and without incurring any additional liability 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; or (vi) the other Party is dissolved or liquidated.
11.4 Termination by Mapsly. Mapsly may terminate this Agreement with immediate effect by written notice if User’s breach of this Agreement involves unlawful conduct, fraud, a violation of Section 6.5 (Export Control and Sanctions), a material security risk to the Service or any third party, or a breach incapable of cure. For any other material breach by User, Mapsly may terminate this Agreement if the breach remains uncured thirty (30) days after Mapsly provides written notice describing the breach; Mapsly may suspend User’s access pursuant to Section 3.6 while a suspected breach is investigated or cured. Termination by Mapsly under this Section does not entitle User to any refund of prepaid fees, and any fees accrued but unpaid as of the date of termination become immediately due and payable.
11.5 Effect of Termination. 本协议的终止不免除任何一方对违反本协议的责任。
12. INDEMNITY
12.1 Mapsly Indemnity.
常规。 Mapsly will defend or settle any third-party claim against User to the extent that such claim alleges that Mapsly Software alone, and not in combination with the User’s or a third party’s software or hardware, infringes or misappropriates a copyright, patent, trademark, or other intellectual property right (each, a “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 such Claim; and (iii) at Mapsly’s request and expense, User shall provide all reasonable assistance in the defense of such Claim.
费用。 Mapsly将支付因Mapsly上述义务而产生的合理侵权索赔辩护费用、Mapsly协商的和解金额及法院判给的赔偿金。Mapsly对用户不承担任何间接损害赔偿责任，包括但不限于收入或业务损失。
缓解和流程。 If any such infringement Claim which Mapsly is obligated to defend has occurred or appears likely to occur, Mapsly may at its sole discretion: (i) modify the Mapsly Software to make it non-infringing without materially reducing its overall functionality; (ii) procure the necessary rights; or (iii) terminate this Agreement and refund User prepaid and unused fees (if none of the options above is reasonably available).
排除项。 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; or (viii) outputs of AI Features.
专属补救措施。 “MAPSLY 赔偿”部分声明了 MAPSLY 对于任何其侵犯的专有权利所承担的全部责任，用户特此明确放弃对 MAPSLY 在此方面的任何其他责任或义务。
12.2 User Indemnity. User will defend, indemnify, and hold harmless Mapsly and its affiliates, and their respective officers, directors, employees, agents, partners, and licensors, from and against any third-party claim, demand, or proceeding, and all resulting damages, settlements, costs, and reasonable attorneys’ fees, to the extent arising out of: (i) User Data, including any claim that User Data infringes or misappropriates a third party’s rights or violates applicable law; (ii) User’s or its End-Users’ use of the Service in violation of this Agreement or applicable law, including any unlawful monitoring or tracking of End-Users; (iii) User’s instructions, configurations, or integration of the Service with systems, software, or data not provided by Mapsly; or (iv) User’s material breach of Section 6 or Section 9, to the extent giving rise to the claim. Mapsly will: (a) promptly notify User of the claim, provided that delayed notice relieves User of its obligations only to the extent User is materially prejudiced by the delay; (b) permit User to control the defense and settlement of the claim, except that User may not settle any claim in a manner that imposes any liability, admission, or non-monetary obligation on Mapsly without Mapsly’s prior written consent; and (c) provide reasonable cooperation in the defense at User’s expense.
13. GOVERNING LAW AND ARBITRATION
THIS AGREEMENT IS GOVERNED BY THE LAWS OF DELAWARE, 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 BINDING ARBITRATION BEFORE A SINGLE ARBITRATOR, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES. THE SEAT OF ARBITRATION IS WILMINGTON, DELAWARE; HEARINGS MAY BE CONDUCTED REMOTELY; AND THE PROCEEDINGS SHALL BE CONDUCTED IN ENGLISH AND KEPT CONFIDENTIAL. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE USER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO PRESERVE THE STATUS QUO OR PROTECT ITS CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY PENDING ARBITRATION. THE PREVAILING PARTY IN ANY ARBITRATION OR LITIGATION IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS’ FEES AND COSTS FROM THE OTHER PARTY.
14. OTHER TERMS
14.1 Entire Agreement and Changes. This Agreement, including any Quotes executed under it, constitutes the entire agreement between User and Mapsly with respect to the Services, and supersedes and replaces all prior and contemporaneous agreements, proposals, understandings, and communications—whether oral or written. In the event of any conflict between this Agreement and any such prior agreement, the terms of this Agreement shall control, unless expressly stated otherwise in a written agreement signed by both Parties that references this Agreement by name. This Agreement does not supersede any non-disclosure or confidentiality agreement previously executed between the Parties, except to the extent such agreement expressly states that it is superseded by this Agreement; if both this Agreement and such an agreement apply to the same Confidential Information, the provision providing greater protection controls.
Mapsly may amend this Agreement (other than Section 13, Governing Law and Arbitration) from time to time by posting the amended version at https://mapsly.com/terms and updating the effective date. Mapsly will notify User by email and/or in-app notification at least thirty (30) days before the effective date of any amendment that materially reduces User’s rights or materially increases User’s obligations; amendments that are not material — including corrections, clarifications, and changes required to comply with applicable law — take effect upon posting. User’s continued use of the Service on or after the effective date of an amendment constitutes acceptance of the amended Agreement. If User does not agree to an amendment, User’s sole and exclusive remedy is to stop using the Service and cancel the subscription pursuant to Section 11.2 before the effective date; if the amendment materially reduces User’s rights or materially increases User’s obligations and User cancels on this basis before the effective date, Mapsly will refund the prepaid fees prorated for the unused portion of the then-current Billing Period. This Section does not authorize Mapsly to unilaterally modify any term expressly set forth in a mutually executed Quote or Order Form for so long as that Quote or Order Form remains in effect (see Section 14.2). Amendments to Section 13, and any other amendment or waiver not made in accordance with this Section, require 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.
14.2 Order of Precedence. 如果本服务条款与双方签署的报价单、订单表格或其他明确引用本条款的书面协议之间存在任何冲突，则仅就该文件中涉及的事项，报价单或协议的条款应优先适用。本条款的所有其他条款仍然完全有效。
14.3 Independent Contractors. 明确约定 Mapsly 与用户为独立承包商，双方关系不构成合伙、合资或代理关系。
14.4 Severability. 如果本协议的任何条款被认定为无效或不可执行，该认定不应影响本协议的其余部分，其余部分应继续有效。
14.5 Force Majeure. 除付款义务外，任何一方均不对其合理控制范围之外的事件负责，包括但不限于不可抗力事件。“不可抗力”指超出一方合理控制范围的任何原因，包括但不限于天灾、国家或民族的民事或军事当局的行为或遗漏、流行病、疫情、火灾、罢工、水灾、骚乱、战争。在发生上述免责延误的情况下，履行此类义务的时间应当延长等同于因延误而损失的时间。主张享受本条款利益的一方应在不可抗力事件发生后尽快（a）书面通知另一方该不可抗力状况的性质和范围；并且（b）尽商业上合理的努力避免或排除该等原因，并在合理可行的时间内恢复本协议项下的履行。
14.6 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 (30) days of accepting these Terms of Service that User does not grant Mapsly such rights. Mapsly will use User’s trademarks in accordance with any brand guidelines User provides to Mapsly and will not issue a press release, publish a case study naming User, or state or imply User’s endorsement of Mapsly without User’s prior written consent.
14.7 Survival of Terms. Sections 5.3, 7, 8, 9, 10, 11.5, 12, 13, and 14, together with any payment obligations accrued prior to termination and any other terms that by their nature should survive, will survive termination or expiration of this Agreement.
14.8 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 its customers) may use it without obligation to User.
14.9 Authority. 每一方声明并保证其拥有签订本协议的全部权利、权力和权限。如果您代表公司或其他法律实体接受这些条款，您声明您有权使该实体受本协议约束。
14.10 Language. 本协议及所有相关文件均以英文编写。在 mapsly.com 上显示的任何翻译仅为方便起见。如翻译版本与 mapsly.com 上提供的英文版本存在任何不一致或冲突，均以英文版本为准。 https://mapsly.com/terms, 以英文版本为准。
14.11 Notices. Mapsly may provide notices to User under this Agreement by email to the email address associated with User’s account, by in-app notification, or by posting within the Service, and such notices are deemed received when sent or posted. User is responsible for keeping its account email address accurate and current. Notices to Mapsly must be sent by email to [email protected] or by mail to Mapsly LLC, 440 N Barranca Ave #4985, Covina, CA 91723, USA, and are deemed received upon confirmed delivery.
14.12 Assignment. User may not assign or transfer this Agreement, in whole or in part, without Mapsly’s prior written consent, and any attempted assignment in violation of this Section is void; provided that User may assign this Agreement in its entirety, upon written notice to Mapsly, to a successor in connection with a merger, acquisition, or sale of all or substantially all of User’s assets, so long as the successor is not a competitor of Mapsly. Mapsly may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Mapsly’s assets. Subject to the foregoing, this Agreement binds and benefits the Parties and their permitted successors and assigns.