Mapsly 服务条款

These Mapsly Terms of Service (this “Agreement”) is between Mapsly LLC, a California limited liability company (“Mapsly”), and you, your employer or another entity on behalf of which you intend to use Mapsly services (collectively, “User”), collectively referred to as the “Parties” and individually as the “Party”. 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 服务 “Service”。该服务旨在为用户提供可视化位置数据、分析数据以及利用这些数据管理其销售和服务团队及业务的能力。该服务基于 Mapsly 的互联网 geo-intelligence 软件平台（“Mapsly Software”），由 Mapsly 或代表 Mapsly 进行托管，用户可通过 Mapsly 网站和移动应用程序远程访问。
2. 许可授予及服务使用.
   
   1. 许可授予. 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. 由用户的员工和承包商使用. User may allow its employees and contractors (collectively, “End-Users”) to access the Service, in compliance with these Terms of Service, for the sole benefit of User. User is responsible for ensuring its End-Users comply with these Terms of Service.
3. 付款.
   
   1. 订阅服务. 服务通过订阅服务并在支付适用的订阅费用（以下简称“服务费”）后向用户提供。付款需提前支付。
   2. 账单日期和账单周期. 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.
   3. 动态定价. The 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 并且会随着用户使用指标的变化而每月变动。
      
      每当下个月的预估服务费发生变化时，除非该变更是由用户在 Mapsly Software 的计费部分发起，Mapsly 将通过电子邮件通知用户。
      
      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 take priority.
   4. 升级和降级 当用户升级到更高的付款计划或购买额外的用户席位时，Mapsly 将在当前计费周期结束前按比例收取费用。当用户降级到较低的付款计划或移除用户席位时，新服务费将从下一个计费周期开始生效。
   5. 试用期. 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 or may be available under stricter usage limits. After the Trial Period ends, User must subscribe to a paid account in order to continue to use the Service.
   6. 服务暂停. 如果 User 因服务而欠付的任何款项逾期十四 (14) 天或更长时间未付，Mapsly 可在不限制 Mapsly 其他权利和救济措施的情况下，暂停 User 的订阅及对服务的访问，直至逾期款项全额支付完毕。
4. SERVICE UPTIME COMMITMENT.
   
   1. Maintenance. Mapsly may from time to time perform scheduled maintenance, system upgrades, and infrastructure improvements to maintain and enhance the Service, which may require temporary unavailability of the Service. Mapsly will use reasonable efforts to provide Users with at least forty-eight (48) hours’ advance notice for scheduled maintenance and to minimize the duration and impact of such maintenance windows.
   2. Disclaimer. WHILE MAPSLY STRIVES TO MAINTAIN HIGH AVAILABILITY AND MINIMIZE DOWNTIME, USER ACKNOWLEDGES THAT SOME INTERRUPTIONS ARE UNAVOIDABLE. ACCORDINGLY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MAPSLY SHALL NOT BE LIABLE FOR ANY LOSS OF BUSINESS, REVENUE, OR DATA, OR FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM SERVICE UNAVAILABILITY, INCLUDING DURING PERIODS OF MAINTENANCE OR UPDATES.
   3. Downtime definition. “Downtime” means any period during which the Service is unavailable or fails to perform its core functionality as a result of an unplanned event or incident within Mapsly’s systems or infrastructure, measured from the time the unavailability is detected or reported until it is resolved.
      
      Downtime does not include any period of unavailability or degraded performance that is:
      (A) due to Scheduled Maintenance, during which Mapsly provides at least forty-eight (48) hours’ advance notice via in-app messaging or email;
      (B) due to Emergency Maintenance that is necessary to protect system integrity or security;
      (C) caused by factors beyond Mapsly’s reasonable control, including but not limited to force majeure events, acts of government, widespread internet disruptions, or failures of hosting providers or third-party integrations;
      (D) attributable to User’s systems, software, network, internet access, or misuse of the Service in violation of this Agreement; or
      (E) due to features identified as Beta, preview, or non-generally available functionality.
   4. Monthly Uptime Percentage. Mapsly will use commercially reasonable efforts to make the Service available with a Monthly Uptime Percentage of at least 99.0% (the “Minimum Service Commitment”), measured over each calendar month. Certain subscription plans may include a stricter uptime commitment (e.g., 99.5% or 99.9%), in which case the higher commitment specified in the applicable plan or Quote shall apply. “Monthly Uptime Percentage” is defined as the total number of minutes in a calendar month, minus the number of minutes of “Downtime”, divided by the total number of minutes in that month.
   5. Service Credit. If the Service Commitment is not met in two (2) consecutive calendar months, the User may request a service credit equal to one week of the pro-rated Subscription Fee.
   6. Service Credit Eligibility. To be eligible for the Service Credit, the User must submit a written request to Mapsly’s support team at [email protected] within 15 calendar days after the end of the second affected month, including:
      • The dates and times of each occurrence of Downtime,
      • A brief description of the impact on Service availability, and
      • Any supporting information or logs reasonably available to the User.
      
      Approved credits:
      • Will be applied to future subscription invoices,
      • Are non-transferable, non-refundable, and not redeemable for cash.
   7. Exclusive Remedy. The credit described above constitutes the User’s sole and exclusive remedy for any failure by Mapsly to meet this Service Uptime Commitment.
5. 用户数据; 聚合数据.
   
   1. 用户数据. 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, revocable, 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 User and to monitor and improve the Service.
      
      用户应在本协议期限内备份用户数据，并且在服务订阅取消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。
   2. 隐私政策. Mapsly’s Privacy Policy (the “Privacy Policy”), located at https://mapsly.com/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. 统计数据. Mapsly may collect, develop, create, extract, compile, synthesize, and analyze statistics, benchmarks, measures, and other information (the “Statistical Data”) based on User Data that is:
      • aggregated and anonymized and neither identifiable nor capable of being re-identified with respect to any person (including any End-User) or entity,
      • combined with the data of other customers or additional data sources, and
      • presented in a way that does not reveal User’s identity or the identities of its users.
      此类 “Statistical Data” 将完全归 Mapsly 所有，并可用于任何合法商业目的，且无需向用户提供会计报告。
6. 用户义务.
   
   1. Acceptable Use Policy. User may not:
      • 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;
      • intentionally or unintentionally violate any applicable local, state, national and international laws and regulations;
      • use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material;
      • store or transmit material in violation of third-party rights;
      • interfere with or disrupt the Service, its integrity or performance;
      • test, probe, or scan vulnerability of the Service, or attempt to gain unauthorized access to the Service or their related systems or networks;
      • circumvent or attempt to circumvent any usage control features of the Service;
      • reverse engineer or access the Service for the purpose of building a competitive product or service, or copy any of Mapsly’s features or functions.
   2. 提供真实信息的义务. User agrees to provide accurate and up-to-date information about itself during the registration in the Service and to maintain this information accurate and up-to-date during the term of this Agreement.
   3. Responsibility for account. User is solely responsible for: (i) keeping Mapsly login information secure and confidential; (ii) User Data; and (iii) all activity in User’s account in the Service.
7. 有限保修; 免责声明. USER 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, REPRESENTATIVE, OR RESELLER OF MAPSLY IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THE WARRANTIES SET FORTH HEREIN. MAPSLY DOES NOT WARRANT THAT:
   • THE USE OF MAPSLY SOFTWARE OR THE MAPSLY SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA;
   • THE MAPSLY SOFTWARE OR THE MAPSLY SERVICE WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS;
   • 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;
   • 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.
8. 责任限制 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.
9. 互相保密.
   
   1. 定义. “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. 排除. 机密信息不包括以下内容:
      • information that is currently publicly available or that becomes publicly available without breach of this Agreement by the receiving party (the “Recipient”);
      • 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”);
      • information that was obtained by the Recipient without restriction on its use or disclosure from a third party authorized to make the disclosure;
      • information independently developed by the Recipient without using or referring to the Discloser’s Confidential Information.
   3. 保护机密信息. 接收方只能在本协议相关事宜中使用披露方的机密信息。接收方应以不低于其保护自身机密及专有信息所采取的注意程度，维护披露方机密信息的保密性，实施合理的行政、物理和技术措施，并采取不低于合理注意程度的保护措施。除非向为提供服务而需要了解相关信息的接收方员工、承包商及代理人披露，否则接收方不得透露披露方的任何机密信息，在这种情况下，接收方应确保这些接收人同意并遵守商业上合理的保密条款。
   4. 强制披露. 如果接收方因法律或有效的法院或政府命令被要求披露任何披露方的机密信息，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有关所需披露事项，以便披露方能够寻求保护其机密信息。
10. 保留权利. 作为服务的一部分，由 Mapsly 提供的软件、工作流程、用户界面、设计、技术诀窍及其他技术均为 Mapsly 及其许可方的专有财产，对这些项目的所有权利、所有权和利益，包括所有相关知识产权，均仅归 Mapsly 所有。除非本协议中明确授予，否则 Mapsly 保留所有权利.
11. 期限及终止.
    
    1. 术语. 本协议自用户接受这些服务条款之日起生效，并在Service订阅取消后的付费期结束时终止，除非任一方提前终止本协议。
    2. 用户取消服务. 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. 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; (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 30 calendar days.
    4. 由 Mapsly 终止. Mapsly may terminate the Agreement 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. 终止的影响. 终止本协议并不免除任何一方因违反本协议而应承担的任何责任.
12. 赔偿.
    
    1. Mapsly Indemnity.
       
       General. 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, violates a copyright, patent, trademark or other intellectual property rights (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.
       
       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.
       
       Mitigation and Process. 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 while preserving functional equivalency; (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).
       
       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; or (vii) User’s violation of applicable law or this Agreement.
       
       Exclusive Remedy. “MAPSLY INDEMNITY” 部分规定了 Mapsly 对其侵犯任何所有权的全部责任，且用户在此明确放弃 Mapsly 就此承担的任何其他责任或义务。
    2. 用户赔偿。 用户同意就您通过服务提交、发布、传输或以其他方式提供的用户数据、您使用服务、您与服务的连接、您与服务相关创建、管理或控制的任何内容、您违反本协议条款或您在使用服务时侵犯任何第三方权利的行为，由任何第三方提出的任何索赔或要求，包括但不限于合理的律师费，赔偿并使 Mapsly 及其子公司、关联公司、高管、代理、员工、合作伙伴和许可方免受损害。
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 ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS RULES, IN DELAWARE. 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 REASONABLE ATTORNEYS’ FEES AND COSTS FROM THE OTHER PARTY.
14. 其他术语.
    
    1. 完整协议及变更. 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—including any non-disclosure or confidentiality agreements previously executed between the Parties. 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 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. Order of Precedence. In the event of any conflict between these Terms of Service and the provisions of a mutually executed Quote, Order Form, or other written agreement that expressly references these Terms, the provisions of the Quote or agreement shall prevail solely with respect to the subject matter addressed in such document. All other provisions of these Terms shall remain in full force and effect.
    3. 独立承包商. 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.
    4. 可分割性. 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剩余条款的效力，后者将继续有效。
    5. Force Majeure. Except for the payment of monies, neither Party is liable for events beyond its reasonable control, including, without limitation Force Majeure events. “Force Majeure” means any cause beyond the reasonable control of a Party including, but not limited to, an act of God, an act or omission of civil or military authorities of a state or nation, epidemic, pandemic, fire, strike, flood, riot, war. In the event of any such excused delay, the time for performance of such obligations shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the onset of any Force Majeure event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to avoid or remove any such causes and resume performance under this Agreement as soon as reasonably practicable.
    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.
    7. 术语的生存 本协议终止后，为使一方能够主张其权利并获得本协议所提供的保护，其本质上继续有效的条款将继续有效。
    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 their clients) may use it without obligation to User.
    9. Authority. Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to this Agreement.
    10. Language. This Agreement and all related documents have been prepared in English. Any translation displayed on mapsly.com is for convenience only. In the event of any inconsistency or conflict between a translated version and the English version available at https://mapsly.com/terms, the English version shall prevail.