This Master SaaS Agreement (“Agreement”) is entered into, by and between:
(i) MAPSTED CORP., a corporation incorporated under the laws of Canada and having a place of business at 200 Matheson Blvd. West, Suite no. 200, Mississauga, Ontario L5R 3L7, Canada (“Mapsted”, “We”); and
(ii) the person or entity whose identity and contact information are designated on the attached Order Form (“Customer”, “You”). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company.
This Agreement describes Customer use of products and/or services provided by Mapsted pursuant to any Mapsted ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer's initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. .
The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
1.0 DEFINITIONS: For the purposes of this Agreement the following terms shall have the meanings ascribed to them as follows:
“Affiliate” of a party means any corporation or other entity that such party directly or indirectly controls, is controlled by, or is under common control with. In this context, a party “controls” a corporation or other entity if it or any combination of it and/or its Affiliates owns more than fifty percent (50%) of the voting rights for (i) the board of directors, or (ii) other mechanism of control for such corporation or other entity.
“Applicable Data Protection Law” means any privacy and/or data protection laws, regulations and binding guidance that apply to the processing of Personal Data in connection with the respective Party’s performance under this Agreement, or to the privacy of electronic communications, including, to the extent applicable, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), Directive 2002/58/EC, the California Consumer Privacy Act, as may be amended from time to time (“CCPA”) and any legislation or regulations implementing, replacing, amending or made pursuant to such laws.
"Beta Offerings" means pre-release services, features, or functions identified as alpha, beta, preview, early access, or words or phrases with similar meanings.
"Customer Data" means any data of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data submitted, uploaded or imported to the Services by Customer (including from Third Party Platforms) and (b) data provided by or about People (including chat and message logs) that are collected from the use of the Services.
"Documentation" means the technical user documentation provided with the Services.
"Laws" means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.
"Order Form" means a written or electronic form to order the Services or an online order completed through Mapsted’s website. Upon execution by the parties (or, in the case of electronic orders, confirmation and placement of the order), each Order Form will be subject to the terms and conditions of this Agreement. Order Form may be between Customer and Mapsted or Mapsted and or a Mapsted Partner, including but not limited to, a Reseller Partner and an Integration Partner. In case of latter, the order form between the Mapsted Partner and Mapsted shall be understood as the applicable order form for Customer using services as per the Order Form.
"Permitted User" means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.
“Services” means the products and services that are ordered by the Customer and made available by Mapsted.
Scope of Use” means a Customer’s authorized Scope of Use for the Services specified in an Order, which may include: (a) number and type of users, (b) number of licenses, copies or instances or (c) entity, division, business unit, website, or other restrictions or billable units.
"Third-Party Platform(s)" means any software, software-as-a-service, data sources or other products or services not provided by Mapsted that are integrated with or otherwise accessible through the Services.
2.1. Services Overview. Mapsted’s Services are a suite of location-based software-as-a-service solutions.
2.2. Provision of Services. Each Service is provided on a subscription basis for a set term designated on the applicable Order Form. Customer will purchase and Mapsted will provide the specific Services as specified in the applicable Order Form. Customer must ensure that all access, use and receipt by them and/or their users is subject to and in compliance with this Agreement.
2.3. Access to Services. (i) Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form.
When using our Services requires an account, Customer agrees to provide us with complete and accurate information and to keep the information current so that we can communicate with you about your account. We may need to send you emails about notable updates. If Customer is given API keys or passwords to access the Services on Mapsted’s systems, you will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party, then Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Customer will be responsible for any and all actions taken using Customer's accounts and passwords. Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall notify Mapsted promptly of any such unauthorized access or use; If any Permitted User who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Customer, then Customer will promptly delete such user ID and otherwise terminate such Permitted User's access to the Service. Customer is solely responsible and liable for all activity under their account. Mapsted is not liable for any acts or omissions by Customer, including any damages of any kind incurred as a result of Customer’s acts or omissions.
2.4 Minimum Age Requirements. The Services are not intended for use by anyone under the applicable restricted age in the country from where such person can access our Services (hereinafter referred to as the “Restricted Age”), nor does Mapsted knowingly collect or solicit personal information from anyone under the Restricted Age. If you register as a user or otherwise use our Services, you represent that you’re not under the restricted age. You may use our Services only if you can legally form a binding contract with us. In other words, if you’re under 18 years of age (or the legal age of majority where you live), you can only use our Services under the supervision of a parent or legal guardian who agrees to the Agreement.
2.5. Mapsted Services. Subject to all of the terms and conditions of this Agreement, Mapsted grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the Services, for a territory specified in the applicable order form, but only in connection with Customer's use of the Service and otherwise in accordance with the Documentation, the Order Form, and this Agreement.
2.6 Service Commitment. The Services shall be made available by Mapsted subject to any unavailability caused by circumstances beyond Mapsted’s reasonable control, including any force majeure events and any computer, communications, Internet service or hosting facility failures or delays involving hardware, software, power or other systems not within Mapsted’s possession or reasonable control, and denial of service attacks. The Services may be temporarily limited, interrupted or curtailed due to maintenance, repair, modifications, upgrades or relocation.
2.7 Support. Mapsted shall provide basic support for the Services at no additional charge and/or upgraded support if purchased separately by Customer.
2.8 Restrictions. Customer shall not (and shall not authorize any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services except to the extent that enforcement of the foregoing restriction is prohibited by applicable law; (b) circumvent any user limits or other timing, use or functionality restrictions built into the Services; (c) remove (i) any proprietary notices, labels, or marks from the Services (except to the extent Customer is so permitted to for the purposes of re-branding the Services, upon receiving Mapsted’s approval), (ii) “Powered by Mapsted” notices/marks without Mapsted’s prior approval; (d) frame or mirror any content forming part of the Services; or (e) access the Services in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Services; and (e) publicly disseminate information regarding the performance of the Services.
2.9 Ownership and Proprietary Rights. Mapsted own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in and to the Services. Customer agrees that only Mapsted shall have the right to maintain, enhance or otherwise modify the Services. If Customer provides Mapsted with reports of defects in the Services or proposes or suggests any changes or modifications (collectively “Feedback”), Mapsted shall have the right to use and exploit such Feedback including, without limitation, the incorporation of such Feedback into Mapsted’s software products and/or services, including, without limitation, the Services, without any obligation to Customer.
2.10. Contractors and Affiliates. Customer may permit its Contractors and its Affiliates' employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Customer.
2.11. Beta Offerings. Customer may choose to use Beta Offerings in its sole discretion. Beta Offerings may not be supported and may be changed at any time without notice. Beta Offerings may not be as reliable or available as the Service. Beta Offerings are not subject to the same security measures as in the Security Policy. Mapsted will have no liability arising out of or in connection with Beta Offerings. CUSTOMER USES BETA OFFERINGS AT ITS OWN RISK.
3.1 Rights in Customer Data. As between the parties, Customer will retain all right, title and interest (including any and all Intellectual Property Rights) in and to the Customer Data as provided to Mapsted. Subject to the terms of this Agreement, Customer hereby grants to Mapsted a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer.
3.2. Storage of Customer Data. Mapsted does not provide an archiving service. Mapsted agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer's applicable Subscription Term and expressly disclaims all other obligations with respect to storage.
3.4 Customer Responsibility of Customer Provided Content. Mapsted does not review all of the content (like text, photo, video, audio, code, computer software, items for sale, and other materials) posted to or made available through our Services by Customer or on websites that link to, or are linked from, our Services. We’re not responsible for any use or effects of Content or third-party websites. As a non-exhaustive list of examples:
3.5. Indemnification by Customer. Customer will indemnify, defend and hold harmless Mapsted from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to any Customer Data, Customer’s use of a third party link, or breach or alleged breach by Customer of Sections 3.3 and 3.4 (Customer Obligations and Responsibilities).
3.6. Aggregated Anonymous Data. Notwithstanding anything to the contrary herein, Customer agrees that Mapsted may obtain and aggregate technical and other data about Customer's use of the Services that is non-personally identifiable with respect to Customer ("Aggregated Anonymous Data"), and Mapsted may use the Aggregated Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other Mapsted customers. For clarity, this Section 3.6 does not give Mapsted the right to identify Customer as the source of any Aggregated Anonymous Data. Mapsted does not sell, transfer, or license personal data to a third party for monetary or other valuable consideration.
3.8 Data Hosting. Mapsted will store your Customer Data in a specific location or geographical region (e.g. North America) as part of your subscription subject to the terms of this Agreement.
4.1 Fees. Each Order will set forth the Services and the corresponding fees.
All amounts due under this Agreement in United States Dollars, unless Mapsted designates another currency at the time of the Order.
4.2 Fee Adjustments at Renewal. Upon renewal, Mapsted may increase your fees up to our then-current list price set out in our Product and Services Catalog. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving a notice in writing prior to the next renewal term.
4.3 Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
4.4 Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer's Credit Card may charge a foreign transaction fee or other charges.
4.5 Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your Mapsted account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
4.6 Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, Mapsted will charge Customer's Credit Card (or invoice Customer directly) for any outstanding fees for Customer's use of the Services during the Subscription Term, after which Mapsted will not charge Customer's Credit Card for any additional fees.
4.7 Payment against invoice. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
4.6. Taxes. Amounts payable by Customer under this Agreement for Services exclude any taxes or duties payable in respect of the Services in the jurisdiction where the payment is either made or received. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST and HST.
4.7. Suspension of Service. If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Mapsted reserves the right to suspend Customer's access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full.
5.1 As used herein, “Confidential Information” shall mean any and all technical and non technical information written, oral or electronic, furnished by the disclosing party (the “Disclosing Party”), directly or indirectly, to the recipient (the “Recipient”), including but not limited to (a) non-public information about patent and patent applications, (b) trade secrets, and (c) proprietary information – ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services, and including without limitation, the Disclosing Party’s information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans, and information the Disclosing Party provides regarding third parties. Confidential Information shall also include all analyses, compilations, data studies or other documents prepared by the Recipient containing or based upon, in whole or in part, information acquired from the Disclosing Party hereunder. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
5.2 The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
5.3 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
Mapsted may use Customer’s name, upon Customer’s prior consent, to identify Customer as a Mapsted customer of the Service, including on Mapsted’s public website.7. TERM AND TERMINATION
7.1. Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.
7.2. Termination for Cause. Mapsted may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
7.3. Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related Mapsted Technology) and delete (or, at Mapsted’s request, return) any and all copies of the Documentation, any Mapsted passwords or access codes and any other Mapsted’s Confidential Information in its possession. Customer acknowledges that following termination, it will have no further access to any Customer Data input into any Service, and that Mapsted may delete any such data as may have been stored by Mapsted at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
7.4. Survival. The following Sections will survive any expiration or termination of this Agreement: 2.8 (Restrictions), 3.2 (Storage of Customer Data), 3.5 (Indemnification by Customer), 3.6(Aggregated Anonymous Data), 4.1 (Fees), 4.2 (Fee Adjustments at Renewal), 4.3 (Payment Via Credit Card), 5. (CONFIDENTIALITY), 7 (Term and Termination), 8 (Indemnification), 9(DISCLAIMERS; LIMITATION OF LIABILITY), and 11 (Miscellaneouso).
You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of:
(a) unauthorized or illegal use of the Subscription Service by you or your Affiliates,
(b) your or your Affiliates' noncompliance with or breach of this Agreement,
(c) your or your Affiliates' use of Third-Party Products, or
(d) the unauthorized use of the Subscription Service by any other person using your User information.
We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
9.1 Performance Warranty. We warrant that: (i) the Subscription Service will be provided in a manner consistent with generally accepted industry standards, and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Subscription Service.
In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity (the “Remedy Period”), then either party may terminate this Agreement by providing the other party written notice within thirty (30) days after the end of the Remedy Period.
We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by us, (ii) modification of the Subscription Service by anyone other than us, or modification of the Subscription Service by us in accordance with specifications or instructions that you provided, or (iii) use of the Subscription Service in violation of or outside the scope of this Agreement.
THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
9.2 Disclaimer of Warranties. EXCEPT AS SET FORTH IN THE ‘PERFORMANCE WARRANTY’ SECTION AND WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SUBSCRIPTION SERVICE, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, MAPSTED CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, MAPSTED CONTENT AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
9.3 Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, MAPSTED, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES AND/OR AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY, INCLUDING ANY DAMAGES RESULTING FROM: (A) ERRORS, MISTAKES, OR INACCURACIES OF OR IN ANY CONTENT; (B) ANY PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO YOUR USE OF THE SERVICES OR OUR WEBSITE; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR OUR WEBSITE AND/OR ANY PERSONAL INFORMATION AND/OR OTHER INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION OF THE SERVICES OR OUR WEBSITE; (E) THE USE OR DISPLAY OF ANY CONTENT OR USER CONTRIBUTED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES OR OUR WEBSITE; (F) EVENTS BEYOND THE REASONABLE CONTROL OF MAPSTED, INCLUDING ANY INTERNET FAILURES, EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EARTHQUAKES, EXPLOSIONS, ACTS OF GOD, WAR, TERRORISM, INTERGALACTIC STRUGGLES, GOVERNMENTAL ACTIONS, ORDERS OF COURTS, AGENCIES OR TRIBUNALS OR NON-PERFORMANCE OF THIRD PARTIES; AND/OR (G) LOSS OF USE, DATA, PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM THE USE OR THE INABILITY TO USE OF THE SERVICES OR OUR WEBSITE..
9.4 Third Party Products. WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
9.5 Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.
10.1 Amendment; No Waiver.
We may modify any part or all of the Agreement by posting a revised version at www.mapsted.com The revised version will become effective and binding the next business day after it is posted.
If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted at www.mapsted.com will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon our notice to you.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
10.2 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; currency and trade restriction, blockade, embargo, sanction; a plague, an epidemic, a pandemic, a natural disaster, an extreme natural event, an extreme weather event, a nuclear, a chemical or biological contamination or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
10.3 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.
10.4 Compliance with Laws. We will comply with all Canadian federal laws (where applicable) in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. Mapsted will comply with all laws applicable to its business in connection with its performance under this Agreement, including Applicable Data Protection Laws.
You will comply with all laws in your use of the Services, including any applicable export laws and economic sanctions. You will not directly or indirectly export, re-export, or transfer the Services to prohibited countries or individuals or permit use of the Subscription Service or any other Services by prohibited countries or individuals.
10.5 Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
10.6 Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by the laws of Province of Ontario, Canada, without regard to its conflict of law principles. In case of a dispute, the Parties are obliged to solve it initially through negotiation. In case the negotiation fails, the Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario in Ontario, Canada, to resolve such dispute. In case of litigation, the successful Party will be entitled, among other things, to its legal fees, including, but not limited to, its lawyers’ fees. No choice of laws rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The Parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.
10.7. Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand or via an electronic communication, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.
10.9 Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any Mapsted affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
10.10 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
10.11 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.
10.12 Precedence. In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order shall control, but only as to that Order.