Mapidea

Terms and Conditions

Master Subscription License and Services Agreement

1. Definitions

  1. “MAPIDEA” means the applicable Company hosted software (e.g. data storage, analytical features, data interfaces, user interfaces, administration tools, APIs, algorithms and other relevant features).

  2. “Subscription” means an account created to manage all the aspects of a customer’s MAPIDEA Instance as set forth in an Order Form. Each Subscription contains only one Instance;

  3. “Instance” means a MAPIDEA separate work environment setup created in the scope of a given Subscription. An Instance may be hosted by Mapidea Cloud servers or installed on a Customer managed technical infrastructure (On-Premises);

  4. “Subscription Administrator” means an individual identified in an Order Form and authorized by the Customer to manage the Subscription, the respective Instance and its User Accounts.

  5. “Agreement” means this Master Subscription Licence and Services Agreement;

  6. “Subscription Plan” means the specific Terms of Use and/or Addendum, including Subscription Start Date and Subscription Term, Subscription Term renewal and cancellation conditions, Services and support services included, Number of User Accounts, Technical Specifications, usage limits, Subscription costs, specific payment conditions and other conditions defined for a Customer’s Subscription;

  7. “Subscription Term” means the period for which You have acquired the license and right to use MAPIDEA and the Services, in the Order Form.

  8. “Subscription Term Renewal Date” is the specific date Your Subscription Term is automatically renewed, under the terms specified in the Agreement and/or Subscription Plan.

  9. “Order Form” means an agreement the Customer completes to purchase / subscribe MAPIDEA Services, and made a part hereof.

  10. “Services” means the specific MAPIDEA Products (including Subscriptions) and services listed in an Order Form that are part of a commercial offering of either software or data products and/or services, including any updates, modifications and revisions thereto.

  11. “Cause” means a breach of any representation, condition or covenant of this Agreement or the Terms of Service by either party (or in the case of the Customer, any Named User).

  12. “Change in Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of a party in one or more related transactions.

  13. “Company” means Mapidea – Consultoria em Geografia S.A., doing business as MAPIDEA.

  14. “Content” means all content of any type, including without limitation, data, text, graphics, maps, logos, images, illustrations, software or source code, audio and video, and animations.

  15. “Non-MAPIDEA Content” means user submissions and other third party Content.

  16. “Named User” means an individual who is authorized by the Customer to use an Instance.

  17. “User Account” means a MAPIDEA account on an Instance accessible by a Named User via a username and password, integration with external user authentication services or usage of an API key.

  18. “Sensitive Personal Data” means personal data revealing government-issued or financial account numbers; racial or ethnic origin; political opinions; religious or philosophical beliefs; trade union membership; genetic data, biometric data for the purpose of uniquely identifying a natural person; data concerning health; data concerning a natural person’s sex life; or data concerning a natural person’s sexual orientation.

  19. “Sharing Tools” means MAPIDEA functionality that allows Named Users to share Your Content with other Named Users or other persons.

  20. “Your Content” means any content owned or licensed by You or your Named Users that is stored in a MAPIDEA Instance.

2. Grant of Rights.

  1. In consideration of the payment of all fees, if applicable, and in accordance with the terms of the Subscription Plan, You are granted a non-exclusive, revocable, non-transferable, non-sublicensable right and license to use your MAPIDEA Instance to upload, access, analyze and visualize data, subject to the limitations set forth in your Order Form.

  2. When You or your Named Users create an analysis / report with MAPIDEA and share it outside MAPIDEA, You must provide attribution to Company (Mapidea) and any appropriate data or map providers.

  3. The data You or your Named Users add to your MAPIDEA Instance is your responsibility. MAPIDEA makes it easy for You to share specific datasets, with others and/or publicly. You are responsible for ensuring that You have a right to share data before doing so.

  4. You are required to display Company (Mapidea) branding in MAPIDEA unless otherwise outlined in your Subscription Plan. A Subscription that includes removable branding does not waive your responsibility to provide attribution.

3. Accounts.

  1. Each Customer of MAPIDEA is required to designate a Subscription Administrator who will be responsible for creating and managing Instance User Accounts.

  2. You agree to monitor the use of your Named Users. You are fully responsible for all use of MAPIDEA by your Named Users, whether or not authorized.

  3. You agree to notify us immediately of any unauthorized use of your User Accounts usernames and passwords or of any other breach of security and to comply with all reasonable requests we may make to change your usernames and/or passwords, access User Accounts activity logs and otherwise respond to a security breach.

4. Charges and Payment.

  1. You agree to make all payments according to the terms of your MAPIDEA Subscription Plan.

  2. Unless otherwise described in your Order Form and Subscription Plan, You will be billed on the first day of your paid subscription, and thereafter with the periodicity defined in your Subscription Plan on each Subscription Term Renewal Date, unless and until You cancel your subscription.

  3. Unless otherwise described in your Order Form and/or Subscription Plan, each Subscription Term is a one-year period starting on first day of your paid subscription, automatically renewed yearly on Subscription Term Renewal Date.

  4. Each Party can cancel the Subscription renewal by simply sending the other party a formal written notice expressing its decision until at least 30 days before the Subscription Term Renewal Date.

  5. You are responsible for paying all taxes, levies, duties or similar governmental assessments of any nature associated with this Agreement and/or your Subscription, other than those assessable against use based on our income, property or employees.

  6. We will invoice You in advance and payment shall be due net 30 days from invoice date. You are responsible for providing complete, current and accurate billing and contact information for the term of this Agreement.

  7. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law.

5. Publicity.

It’s awesome You’re a MAPIDEA Customer! If You do agree to it in your Subscription Plan, You grant us a non-exclusive, worldwide, royalty-free, non-transferable license to use your trademarks, service marks, and logos for the purpose of identifying You as a MAPIDEA customer in order to market or otherwise promote MAPIDEA.

6. Usage Limits.

  1. Services may be subject to usage limits, as specified in your Subscription Plan.

  2. Additional limitations may be included in your Subscription, Order Form and/or applicable Terms of Use and/or Addendum. If we notify that You have exceeded any of contractual usage limits applicable to You, You shall promptly pay any invoice for excess usage in accordance your Subscription Plan and with Section 4.

  3. Your Subscription may include a defined number of service hours (as defined in your Subscription Plan). These service hours are only valid during the relevant Subscription Term, and do not roll over to any future Subscription Term.

7. Your Responsibility.

  1. You will obtain and maintain all required consents from Named Users for your access to their User Accounts and data, their agreement to comply with the applicable terms of this Agreement, and the Company to provide the Services.

  2. In the event the Company becomes aware that a Named User has breached the applicable terms of this Agreement, You will suspend such Named User’s account until the Named User has cured such breach.

  3. Content is provided for analytical and planning purposes only. You may find that events may cause the actual information to differ from the information displayed on the map. You should exercise judgment in your use of Content made available by or through MAPIDEA.

  4. In case of MAPIDEA being hosted by the Customer (i.e., not on Mapidea managed servers), the following responsibility terms must be met:
    1. You shall provide access to your facilities and equipment in connection with Company’s performance of any on-site Support Services. No charge shall be made for such access and Company will provide prior notification when such access is required.
    2. You shall be responsible for obtaining any required third party hardware and/or software, including updates thereto.
    3. Your system administrator must be present when any on-site Support Services are provided.
    4. It is your responsibility to properly backup all data prior to the Company providing Support Services.

8. Content.

  1. Your Content
    1. We will not access, use or disclose Your Content without your permission, except as reasonably necessary to provide customer support to You, to troubleshoot your account or for any other purpose authorized by You.

    2. You agree to indemnify and hold harmless the Company and its subsidiaries, affiliates, officers, agents, partners, and employees from any claim or demand, including reasonable attorneys’ fees, resulting from your use and sharing of Your Content to third parties or the public.

    3. On termination of this Agreement, we shall delete your Instance and remove all Your Content from MAPIDEA in a timely manner.

  2. Our Content
    1. Other than Your Content, all Content displayed on or accessible through MAPIDEA is the property of the Company and/or third parties and is protected by international copyright laws. You may be held liable for any unauthorized copying or disclosing of this Content. You agree that our licensors shall be third party beneficiaries to this Agreement and that these entities may directly enforce, and may rely upon, any provision of the Agreement that confers a benefit on them or grants rights in favor of them.

9. Acceptable Use.

  1. You are solely responsible for any and all acts and omissions that occur by You or the Named Users via usage of the Software and Data.

  2. You may not use MAPIDEA for any unlawful purpose and shall terminate any such unauthorized use by a Named User.

  3. Your use of MAPIDEA must comply with all local rules regarding online conduct and acceptable content.

  4. MAPIDEA may not be used in any manner that could damage or overburden MAPIDEA or interfere with any other party’s use of MAPIDEA.

  5. You agree to not engage (or allow others to engage) in the following unacceptable uses of MAPIDEA:
    1. Disseminating or transmitting material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious;
    2. Disseminating, storing, or transmitting files, graphics, software, or other material that actually or potentially infringes on the copyright, trademark, patent, trade secret, or other intellectual property right of any person;
    3. Creating a false identity or otherwise attempting to mislead any person as to the identity or origin of any communication;
    4. Exporting, re-exporting, or permitting downloading of any content in violation of any export or import laws, regulation, or restriction, or without all required approvals, licenses, or exemptions;
    5. Using manual or automated software, devices, scripts robots, other means or processes to access or extract data from MAPIDEA;
    6. Interfering with or attempting to gain unauthorized access to other accounts or to any other computer network;
    7. Storing or transmitting viruses, trojan horses, or any other malicious code or program; or
    8. Engaging in any other activity deemed by the Company to be in conflict with the spirit or intent of this Agreement.

10. Compliance with Laws; Privacy.

  1. You agree that with respect to Your Content and your use of MAPIDEA, You will comply with all laws, policies and regulations, including those pertaining to privacy and/or data protection.

  2. By way of example, and not of limitation, if Your Content includes personal data, You represent that You have obtained the proper consent from individuals to process it, or have another lawful basis for doing so, including providing proper notice for the collection, use, storage and transfer of such information as contemplated by this Agreement. In addition, You agree with the Company’s Privacy Policy, available at https://mapidea.com/ unless attached hereto.

11. GDPR

  1. If Your Content contains the “personal data” of data subjects as defined in Regulation (EU) 2016/679 of the European Parliament and of the Council (the “GDPR”):
    1. You agree that the Company acts solely as a “processor,” as that term is defined in the GDPR, with respect to such personal data;
    2. You represent and warrant that You have received all the consents necessary to perform “processing” of the personal data, as that term is defined in the GDPR, or have another lawful basis for doing so, to transfer it to MAPIDEA, and for MAPIDEA to process the personal data pursuant to the terms of this Agreement, and that the transfer is in compliance with all applicable laws, including without limitation, the GDPR;
    3. You will not upload Sensitive Personal Data without prior written approval of the company, unless the Sensitive Personal Data has been made to be Anonymous Data.

12. Changes to MAPIDEA.

  1. We may change the features and functions of MAPIDEA over time. If any such changes become necessary, we will use reasonable efforts to notify You prior to implementation and deployment of those.

13. Intellectual Property Rights.

  1. This Agreement does not constitute a sale of Content or of MAPIDEA or of any copy of the Content of MAPIDEA. You acknowledge that, as between us and You, we are the owner of (or derive ownership title rights from third parties to) MAPIDEA and the intellectual property content contained therein. You do not by this Agreement acquire any such rights. You do not receive or acquire any proprietary rights therein. You may not use, access, or allow others to use or access the Content in any manner not permitted under the Agreement.

  2. Certain Content is provided under license from third parties, and is subject to copyright and other intellectual property rights owned or licensed by such third parties. We and our suppliers have the right to enforce such rights as contractual rights pursuant to these terms. You may be held liable for any unauthorized use, copying or disclosure of this Content.

  3. Under no circumstances will the Company be liable in any way for or in connection with the Non-MAPIDEA Content, including, but not limited to, any inaccuracies, errors, or omissions in any Non-MAPIDEA Content, any intellectual property infringement with regard to any Non-MAPIDEA Content, or for any loss or damage of any kind incurred as a result of the use of any Non-MAPIDEA Content posted, emailed, or otherwise displayed or transmitted through MAPIDEA.

  4. We reserve all rights not expressly granted to You. The use of MAPIDEA may not be transferred to anyone without our prior written consent. Any authorized transferee shall agree in writing to be bound by this Agreement. In no event may You copy, loan, rent, time-share, sublicense, assign, transfer, lease, sell or otherwise dispose of the Company’s software, data, or other Content on a temporary or permanent basis except as expressly provided herein.

  5. You may not, nor permit any third party to, modify, adapt, translate, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to derive any source code from MAPIDEA other than those components subject to open source licenses that permit such actions.

  6. All logos and product names appearing on or in connection with MAPIDEA are proprietary to the Company or its licensors and/or suppliers. You agree to never remove or obscure any proprietary notices, logos or product identification labels from the Company’s software, maps, and other content, as applicable.

14. Service Term; Termination.

  1. Either party may terminate this Agreement for Cause in the event the other party has not cured its material breach of this Agreement within thirty (30) days of written notice by the non-breaching party. Customer’s right to use MAPIDEA will terminate immediately on the date of termination for Cause. If Customer terminates for Cause, we will issue a partial refund, prorated based on the Service Term.

  2. We may terminate this Agreement immediately upon written notice to Customer if a bankruptcy or insolvency proceeding is commenced by or against Customer or if the Customer is dissolved, liquidated or deemed insolvent.

  3. Upon termination, You and Named Users may not have access to Your Content. You are responsible for backing up Your Content that You use with MAPIDEA.

  4. Unless terminating for Cause, termination of the Agreement by Customer will not alter Customer’s obligations to pay all charges due to the Company at the time of termination.

15. Indemnification.

  1. You agree to indemnify and hold harmless the Company (including its subsidiaries, affiliates, officers, agents, partners, and employees) from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising from your use of MAPIDEA (including any use by your Named Users), your violation of this Agreement,, or your violation of any rights of another, including without limitation that Your Content violates or infringes upon any copyright, trademark, patent or other proprietary right.

  2. This section sets forth the Company’s sole and exclusive obligations, and your sole and exclusive remedies, with respect to claims of infringement or misappropriation of third party intellectual property rights.

  3. We shall have no obligation to indemnify Customer for any claim that is based on (i) your use of MAPIDEA other than as authorized by this Agreement or the Subscription Plan; (ii) your failure to use updated or modified versions of MAPIDEA that have been made available to you; (iii) your use of MAPIDEA after receiving notice from the Company to stop doing so in order to avoid infringement or misappropriation; or (iv) the combination, operation or use of MAPIDEA with equipment, devices, software, systems, or data that were not supplied by the Company.

16. Export Controls (On-Premises setup only)

  1. You will comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use.
  2. As MAPIDEA is a software application that can be run On-Premises within your own technical infrastructure, datacenter or virtual private cloud, it can be used to store ITAR or other export-controlled information. You are responsible for ensuring that your use of MAPIDEA is compliant with all export control laws.

17. Representations and Warranties.

  1. The Company and Customer each make the following representations and warranties to the other but to no other person, each of which is material, on each of which the other party relies, and each of which shall survive any termination of this Agreement:
    1. Such party is duly organized and in good standing under the laws of its jurisdiction of organization and in each other jurisdiction where such organization or good standing is required for the performance of this Agreement.
    2. Such party’s entry into and performance under this Agreement has been duly approved by all necessary corporate action and does not violate any constituent instrument of such party.
    3. Such party’s entry into and performance under this Agreement does not violate any law or regulation, judicial or executive order, or contractual commitment by which such party is bound.

18. Disclaimers.

  1. Acknowledgement. You expressly acknowledge that the term Company includes Mapidea – Consultoria em Geografia S.A., its branches and subsidiaries, and the officers, directors, employees, shareholders, agents, affiliates.

  2. “As is”, “as available” and “with all faults”. Except as otherwise set forth herein, you expressly agree that the use of MAPIDEA is at your sole risk. MAPIDEA, the Services, maps and other content, including any third-party software, services, media, or other content made available in conjunction with or through MAPIDEA, are provided on an “as is” “as available”, “with all faults” basis and without warranties or representations of any kind, either express or implied.

  3. No warranties. To the fullest extent permissible pursuant to applicable law, the Company disclaims all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement of proprietary rights. No advice or information, whether oral or written, obtained by you from the Company or through MAPIDEA, will create any warranty not expressly stated herein.

  4. Service operation and non-MAPIDEA content. The company does not warrant that MAPIDEA, including any software, maps, or content offered on or through MAPIDEA or any third party sites referred to on or by MAPIDEA will be uninterrupted, or free of errors, viruses, or other harmful components and does not warrant that any of the foregoing will be corrected.

  5. Accuracy. The Company does not warrant or make any representations regarding the use or the results from the use of MAPIDEA or any third party sites referred to on or by MAPIDEA, including any maps rendered thereby, geocoding or other results of data processing obtained, in terms of correctness, accuracy, reliability, or otherwise.

  6. Harm to your computer. You understand and agree that You use, access, download, or otherwise obtain software, services, maps, or content through MAPIDEA or any third party sites referred to on or by MAPIDEA at your own discretion and risk and that You will be solely responsible for any damage to your property (including your computer system) or loss of data that results from such download or use.

19. Limitation of Liability and Damages.

  1. Limitation of liability. Under no circumstances, and under no legal theory, including but not limited to negligence, shall the Company or its affiliates, contractors, employees, agents, or third party partners or suppliers, be liable for any special, indirect, incidental, consequential, or exemplary damages (including without limitation, loss of profits, or use or cost of cover) arising out of or relating to this agreement or that result from your use or the inability to use MAPIDEA, including software, maps, content, user submissions, or any third party sites referred to on or by MAPIDEA (including, but not limited to any changes in third party content or URLs), even if the Company or a company authorized representative has been advised of the possibility of such damages.

  2. Limitation of damages. In no event shall the total liability of the Company or its affiliates, contractors, employees, agents, or third party partners, licensors, or suppliers to You for all damages, losses, and causes of action arising out of or relating to this agreement or your use of MAPIDEA (whether in contract, tort (including negligence), warranty, or otherwise) exceed the lesser of two hundred Euros (€200) or fees paid in the preceding twelve (12) months.

  3. Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If you reside in such a jurisdiction, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and You may have additional rights. The limitations or exclusions of warranties, remedies, or liability contained in this agreement apply to You to the fullest extent such limitations or exclusions are permitted under the laws of the jurisdiction in which You are located. The company disclaims all warranties in connection with the content and MAPIDEA, and will not be liable for any damage or loss resulting from your use of the content or MAPIDEA.

  4. Claim period. You and the Company agree that any cause of action arising out of this agreement or related to the company must commence within one (1) year after the cause of action accrues. otherwise, such cause of action is permanently barred.

20. Additional Terms.

  1. This Agreement shall be governed by and construed in accordance with the substantive laws of Portugal, without any reference to conflict-of-laws principles.

  2. This Agreement, Terms and Conditions and the use of MAPIDEA are subject to and will be interpreted according to the Portuguese law. Any dispute, controversy or difference which may arise between the parties out of, in relation to or in connection with this Agreement is hereby irrevocably submitted to the exclusive jurisdiction of the courts of Lisboa, Portugal, to the exclusion of any other courts without giving effect to its conflict of laws provisions or Customer’s actual country of residence.

  3. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision.

  4. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

  5. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

  6. If there is a conflict between the terms of this Agreement, an Order Form, the Subscription Plan Documentation and any on-line terms, the documents will control in the following order: an Order Form, the Agreement, Subscription Plan and the on-line terms.

  7. Each party’s failure in its obligation of performance hereunder (except payment obligations) shall be excused or delayed to the extent that such failure is caused by events beyond such party’s reasonable control (an event of force majeure). Such events include, without limitation, casualties, natural disasters, terrorism, cyberattacks, Acts of God, civil disturbance, labor disputes, strikes, riots, but expressly exclude market conditions and obligations to pay money. A party claiming the occurrence of such an event shall promptly notify the other party thereof.

  8. No joint venture, partnership, employment, or agency relationship exists between You and us as a result of this Agreement or use of MAPIDEA.

  9. You acknowledge that the Company will cooperate with valid law enforcement requests.

  10. The Company shall have the right, in the case of setups in Customer’s infra-structures, at its expense, no more frequently than once per year, upon reasonable prior notice and subject to appropriate confidentiality provisions, to audit your records to determine the accuracy of your use of MAPIDEA at the levels and for the uses set forth on the Subscription Plan / Order Form; if the Company objectively determines that your use of MAPIDEA is underreported, the frequency of audits may increase. In the event any underreporting of use is discovered, you shall make immediate payment to correct the underpayment. The company’s audit rights further extend one (1) year after the Subscription / contract expires, to ensure MAPIDEA was totally removed or uninstalled MAPIDEA from your infrastructure.

  11. The following Sections will survive expiration or termination of this Agreement: 4, 8, 14, 15, 18, and 19.

  12. You further acknowledge no confidential, fiduciary, contractually implied, or other relationship is created between You and us other than pursuant to this Agreement.

  13. This Agreement shall not be assigned by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld; provided, however, that either party may, without the prior consent of the other, assign all of its rights under this Agreement upon a Change in Control.

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