TERMS OF USE AGREEMENT

IMPORTANT:  This Terms of Use Agreement (the “Agreement” or “Terms”) is made by and between Maptycs (“we” or “our” or “us” or the “Company”), a New York corporation, and you the user (“you” or “user”).  This Agreement contains the complete terms and conditions that govern your use of www.maptycs.com and any of its associated pages (the “Website”).  By clicking the “I Agree” button or by accessing, visiting, browsing, using or attempting to interact with or use any part of the Website, or our software, services, databases, websites, design, articles, or information contained on the Website (collectively the “Content”), you agree that you have read, understand, and agree to be bound by this Agreement.

If you do not agree to be bound by this agreement, do not access or use any part of this website. We reserve the right, with or without notice, to make changes to this Agreement our discretion.  Continued use of any part of this website or the services constitutes your acceptance of these Terms, as they may appear at the time you access the Website or the Content.

 

1. Our Services to You. In exchange for a subscription fee, you will provide us with information regarding properties that you own. We will upload that information into our database, and analyze it using our proprietary software to determine risk of loss based on historical information published by others. Once entered into the database, these properties make up your Portfolio.

2. Acceptable Use of the Website. The Website and Content are intended for your informational and non-commercial use only. Although we make every attempt to collect information from reliable sources, we cannot and do not warrant the accuracy of any of the information provided. You agree to comply with any user manuals, user guides, technical documentation, instruction, or any other direction or guidance that we provide you through the Website or otherwise.

3. Intellectual Property and Our License to You. We hereby grant you the user a limited, nonexclusive, non-transferable license to access and use the Website and Content, including your Portfolio, during the term of your subscription, solely for your internal and non-commercial purposes. The Website and Content are protected by copyright, trademark, and other intellectual property laws. Our limited license grant to you does not affect these rights, and we reserve all rights in all of our intellectual property.

You are permitted from time to time to download and/or print one copy of individual pages of the Website, its Content, your Portfolio, and the Resulting Data (both “Portfolio” and “Resulting Data” are defined below) for your personal, non-commercial use, provided that you give us full attribution and credit by name, keep intact all copyright, trademark and other proprietary notices. Notwithstanding the foregoing, you acknowledge and agree that the limited license we will extend to you upon payment of your subscription fee does not permit you to post any of Website, Content, your Portfolio, or Resulting Data (hereinafter collectively referred to as our “Services”) in any public or private forum, electronic or otherwise or to claim it as your own. We reserve all rights.

You acknowledge and agree that regardless that you may provide us with information relative to your properties, we retain all ownership rights in the data resulting from the application of our proprietary software and algorithms to your properties. This means that during the term of your subscription, you retain access to your Portfolio and the informational analysis facilitated by our software, but you do not and will not own the results of the application of any of the historical data to the properties that make up your Portfolio (we refer to this information as the “Resulting Data”). In consideration of our limited license to you to use our Services, you agree that to abide by the Use Restrictions of Section 7 below.

 

4. Your License to Us.  In consideration of our limited license to you to use our Services, you irrevocably grant us an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, and/or distribute all data, statistical data, or aggregated data you submit to us to create your Portfolio (collectively, “Portfolio Data”). We may include your name or logo in a list of customers on our Website or other promotional material, provided that you can deny us this right at any time by submitting a written notice, requesting to be excluded from promotional material.  Any other use, such as case studies or use as a reference, shall require your prior written approval.  Nothing contained in this Agreement shall be construed as granting or conferring to you, by implication, estoppel, or otherwise, any such rights in or to our Services

5.  Subscription and Term. Upon your acceptance of these Terms, including our Privacy Policy below, you will be presented with an option to pay the agreed upon price for your subscription.  After you have entered your payment method, and your payment is processed, your annual subscription begins.  All subscriptions are paid in advance.  For your convenience, at the end of each term, your subscription will automatically renew for a successive one year term.  You may terminate your subscription at any time by contacting us.  Upon termination, your subscription and access to your portfolio will end on the anniversary of the current term.  Refunds are not available, but you retain access to our Services until the end of your subscription term.  We reserve the right to adjust pricing as we deem necessary, and will contact you prior to any price increase.  Any price increases will be applicable at the end of your current term.

6. You may terminate your subscription and this Agreement at any time; provided, however, that such termination shall be applicable at the end of the term for which you prepaid.  In addition, we reserve the right to terminate your subscription in the event that (a) you breach any provision of Section 7 below (“Use Restrictions”); (b) our Services become obsolete or unusable for the purposes for which we entered into these Terms; or (c) you fail to pay for any renewal term (however, in that event, you retain the use of our Services until the end of the current term for which you paid).  In the event of termination pursuant to subsections (b) and (c), you will retain use of our Services until the end of your current subscription term.  In the event we terminate your subscription due to your violation of Section 7 below, your access will immediately and permanently be terminated.

Upon any termination of this Agreement, (a) you shall promptly: (i) discontinue all use of our Services; (ii) erase or destroy any electronic and/or paper copies or partial copies of any instructions or documentation we provided you, whether those materials were provided electronically or in a paper format, and return to us or destroy any tangible copies or partial copies of said materials, in your possession or control; and (iii) certify in writing to us that you have complied with these requirements.

Notwithstanding anything contained herein, the provisions of Sections 7, 8, 9, 10, 11, 13, 14, 16 and 17 shall survive termination of this Agreement.

7. Use Restrictions. Your access to our Services is limited to your compliance with the following.  In the event you do not or cannot adhere to any of the following provisions, your subscription and access to our Services shall immediately and forever be terminated.

  1. You will not reproduce, duplicate, copy, or resell any part of our Services in a way that is not in compliance with these Terms or any other written agreement with us. You will not reverse engineer or otherwise derive the source code of the Service software or otherwise modify, reverse compile, disassemble, or translate our Services, or create any derivative works thereof.
  2. You will not post (electronically or otherwise) any copy of the Resulting Data or any of our Services on any website, webpage, or portal of any kind. We provide you access to this information for your own personal information and use.  You agree not to use it for commercial purposes.
  3. You will not use our Services in any way that causes or is likely to cause the Website or Content or access to either of them to be interrupted, damaged, or impaired in any way. You understand that you are solely responsible for all electronic communications and content sent from your computer to our staff, our Website, and our Content.  You will not negatively impact or infect our Services with software viruses or any other harmful or similar computer code designed to adversely affect the operation of any computer software or hardware, commercial solicitation, chain letters, mass mailings, or any spam, whether intended or not.
  4. You agree only to purchase our Services for yourself or for an entity for which you are legally permitted to do so or for whom you have obtained the express consent to provide their information (i.e. their name, address, property ownership information, property use, property description, etc.). You will not sublicense, sublet, assign or delegate your access to our Services.
  5. Any information you provide under these Terms belongs to you (or to an entity for which you are legally entitled to contract on behalf), and you are not and will not access our Services in an attempt to reverse engineer our Services, to perpetrate a fraud or theft, or to undertake any other tortious or unlawful activity.
  6. You will not use the Services to impersonate any third party or otherwise mislead as to the origin of your information.

8. Limited Warranty and Disclaimer. We warrant that our Services shall operate in substantial conformity with the representations made on our Website.  The foregoing statement shall not apply if any non-conformance is not replicable or results from third party systems or components used by you to access our Services, including any lack of interoperability with such third party systems or components.  You are solely responsible for maintaining your own connectivity and connection to our Services via any necessary hardware, software, telecommunications, and internet connections, at its own cost and expense, and we are not responsible for any interruptions thereto.  You expressly agree that we will not be liable in any manner for any interruption in or failure of access to our Services, nor shall any such interruption or failure of access be deemed a breach of the terms of this Agreement.  

Content.  Our Services include, integrate, and link to third party content, data, or software (“Third Party Content”).  You hereby acknowledge and agree that (a) we are not responsible for any Third Party Content and it is provided as is and including all faults; and (b) any Third Party Content may be subject to additional terms and conditions (including applicable terms of use, privacy policies, end user license terms, etc.), for which you shall be responsible for agreeing to and complying with. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, OUR SERVICES ARE PROVIDED “AS IS”.  WE EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES IMPLIED BY USAGE OF TRADE OR CUSTOM OF DEALING AND DO NOT REPRESENT OR WARRANT THAT: (A) THE USE OF OUR SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR VIRUS FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; AND (B) THE SERVICES WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS.

 

Disclaimer.  Our Services are for informational and educational purposes only. To the fullest extent permitted by law, we expressly exclude any liability for any direct, indirect, or consequential loss or damage incurred by you or others in connection with our Services, including without limitation any liability for any accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, physical, mental, or emotional injury or harm, loss of income or revenue, loss of business, loss of profits or contracts, anticipated savings, loss of data, loss of goodwill, wasted time and for any other loss or damage of any kind, however and whether caused by negligence, breach of contract, or otherwise, even if foreseeable.

Personal Responsibility and Assumption of Risk. As a licensee, you agree that you are using your own judgment in using our Services and you agree that you are doing so at your own risk. You agree and understand that you assume all risks and that no results are guaranteed in any way related to our Services.  Our Services are merely to provide you with historical and demographical information intended to assist you in making your own decisions for yourself. You are solely responsible for your actions, decisions, and any results based on the use, misuse or non-use of our Services.

Technology Disclaimer. We try to ensure that the availability and delivery of our Services is uninterrupted and error-free. However, we cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance or updates, although, of course, we will try to limit the frequency and duration of suspension or restriction. To the fullest extent permitted by law, we will not be liable to you for damages or refunds, or for any other recourse, should our Services become unavailable or access to the them becomes slow or incomplete due to any reason, such as system back-up procedures, internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make our Services inaccessible to you.

Errors and Omissions. We make no warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information in our Services. Every effort has been made to present you with the most accurate, up-to-date information, but because the nature of scientific research is constantly evolving, we cannot be held responsible or accountable for the accuracy of our content. We assume no liability for errors or omissions in the Services, to the extent they arise from or relate to materials derived from third parties over which we exert no control. You acknowledge that such information may contain inaccuracies or errors to the fullest extent permitted by law.

9. Indemnification You agree at all times to defend, indemnify and hold harmless our Company, as well as any of our affiliates, agents, contractors, officers, directors, shareholders, employees, joint venture partners, successors, transferees, assignees, and licensees, as applicable, from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to our Services or your breach of any obligation, warranty, representation, or covenant set forth in these Terms or in any other agreement with us.

10. Limitation of Liability. We will not be held responsible or liable in any way for the information, products or materials that you request or receive through our Services. We do not assume liability for accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, or otherwise, due to any act or default of anyone or any business, whether owners, staff, agents, joint venture partners, contractors, vendors, affiliates or otherwise, affiliated with us.

11. Release of Claims. In no event will we be liable to any party for any type of direct, indirect, special, incidental, equitable or consequential damages for any use of or reliance on our Website and its Content, or on those affiliated with us in any way, and you hereby release us from any and all claims; including, without limitation, those related to lost profits, personal or business interruptions, personal injuries, accidents, misapplication of information, or any other loss, physical or mental disease, condition or issue, or otherwise, even if we are expressly advised of the possibility of such damages or difficulties.

12. Online Purchases. When you purchase our Services from us, all information obtained during your purchase or transaction and all of the information that you provide as part of that transaction, such as your name, address, method of payment, credit card number, and billing formation may be collected both by us, the merchant, and by our payment processing company.  Payment processing companies and merchants may have privacy and data collection practices that may be different from ours. We have no responsibility or liability for these independent policies of the payment processing companies.  You hereby release us, our affiliates, our payment processing company, and merchants from any damages that you incur, and agree not to assert any claims against us or them, arising from your purchase through or use of our Services.

13. Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement (or the performance of or access to our Services), other than payment obligations, due to causes that are beyond its reasonable control, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, riot, war, terrorism, sabotage, and governmental action; provided that the delayed party: (i) gives the other party written notice of such cause promptly; and (ii) uses its reasonable efforts to correct such failure or delay.

14. Entire Agreement; Construction. This Agreement and its Exhibits constitute the entire understanding between the parties, and supersede all prior discussions, representations, understandings, or agreements (including any pre-existing nondisclosure agreement, except as to its surviving terms and with respect to information disclosed under that agreement), whether oral or in writing, between the parties with respect to the subject matter of this Agreement.  Any modification or amendment to this Agreement must be in writing and signed by each party’s authorized representatives. No terms in any purchase order or other document delivered by you shall be deemed to amend the terms of this Agreement and any such additional or inconsistent terms shall be deemed unacceptable to and rejected by us.  If any provision of this Agreement shall be held by a court of law of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect and, to the extent allowed and practicable, the unenforceable provision shall be modified so as to be enforceable consistent with its original intent and economic effect. The headings and captions used in this Agreement are for convenience only, and shall not affect the interpretation of the provisions of this Agreement.  The word “including” shall be construed non-exclusively, to mean “including but not limited to.” The word “or” shall be construed inclusively, to mean that one or more of the options may occur. This Agreement and any amendment hereto may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one instrument.

15. Independent Contractors. The relationship of you and us established by this Agreement is that of independent contractors, and nothing contained in the Agreement will be construed to constitute the parties as partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking.

16. Governing Law and Jurisdiction; Attorneys’ Fees. This Agreement shall be governed by and construed under the laws of the state of New York without regard to conflict of law’s provisions.  The federal and state courts sitting in New York, New York shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement, and each party hereto expressly consents to the personal jurisdiction of such courts and waives any objection to venue, including the objection of forum non conveniens.  The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

17. Privacy Policy. The following paragraphs (our “Privacy Policy” or “Policy”) set out how we collect, use and protect any information that you give us when you use our Services. We are committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this website, then you can be assured that it will only be used in accordance with this privacy statement, as updated from time to time.

Updates.  We may change this Policy from time to time by updating this page. You should check this page from time to time to ensure that you agree with any changes.  Continued use of our Services or Website or any of our Content, affirms your agreement to this Policy as it exists at the time of your use.

Collection of Your Information.  In order to deliver our Services, we ask that you provide certain information.  This information is narrowly tailored so as to allow us to analyze the properties in your Portfolio, while using only a minimum amount of information.  We may also collect or receive information about your interactions with us.  Our Company services businesses only and, as such, we collect only minimal personally identifiable information (such as the client’s primary user’s name and business email address).  We do not collect Sensitive Data as that term is defined in the European Union’s Directive 95/46/EC and its progeny.

Use of Your Information.  Information you provide will be used in furtherance of the Services with respect to your Portfolio.  In addition, your information may be aggregated, and/or supplemented with additional information from other companies, and other publicly available information in order to enhance our software and algorithms and to otherwise operate and improve our Services.  We may also use your information to personalize certain content to you, to fulfill your requests for functionality, features, and services, and to communicate with you and respond to your inquiries.

We may use cookies, web beacons, pixels or other technologies in combination with your information to enhance and personalize your experience. You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. However, it’s important to remember that many of our Services may not function properly if your cookies are disabled.

We may also receive or collect certain technical information when you use our Services. This may include: your browser or operating system, your manner of connecting to the Internet and the name of your Internet service provider or wireless carrier; your Internet protocol (IP) address; information about referring websites or services (websites you used immediately prior to using our websites or other Services; exiting websites or services (immediately after using our website or other Services); and data relating to malfunctions or problems occurring when you use our Services. Additionally, we may collect information about other software on your device for the limited purpose of protecting your security or improving your online experience.

We do not currently honor “Do Not Track” requests

Sharing of Your Information. We do not rent or sell your personally identifiable information (such as name, address, telephone number, and credit card information) to third parties for their marketing purposes.

We may share aggregated, non-personally identifiable information, publicly and with our partners like publishers, advertisers or connected sites. For example, we may share information publicly to show trends about the general use of our websites and/or other products or services.

The contents of your online communications, as well as other information about you as a user of our Services, may be accessed and disclosed under the following circumstances: in response to lawful governmental requests or legal process (for example, a court order, search warrant or subpoena), in other circumstances in which we have a good faith belief that a crime has been or is being committed by a user of our Services, that an emergency exists that poses a threat to the safety of you or another person, when necessary either to protect our rights or property, or for us to render the service you have requested.

Business partners or other third parties may receive data about groups of our users, but, except as otherwise permitted herein, do not receive information that personally identifies you. We may use agents and contractors in order to help operate our Services. Their use of information is limited to these purposes, except as otherwise permitted herein.

In the event that ownership of us was to change as a result of a merger, acquisition, or transfer to another company, your information may be transferred. If such a transfer results in a material change in the use of your information, you will be provided notice (which may be via updates to this page) about the choices you have to decline to permit such a transfer.

Our Commitment to Security. We have established safeguards to help prevent unauthorized access to or misuse of your information, but cannot guarantee that your information will never be disclosed in a manner inconsistent with this Privacy Policy (for example, as a result of unauthorized acts by third parties that violate applicable law or our and our affiliated providers’ policies). To protect your privacy and security, we may use passwords or other technologies to register or authenticate you and enable you to take advantage of our Services, and before granting access or making corrections to your information.

Age.  Our Services are intended for a general audience, and children under legal age for contractual consent should not register, or should only register with the consent of a parent or guardian.

How to Contact Us. If you have any questions or concerns about this Privacy Policy or its implementation, or if you wish to change any information contained in your Portfolio, you may contact us at support@maptycs.com. If you believe your information is wrong, we strive to give you ways to update it quickly or to delete it unless we have to keep that information for legitimate business or legal purposes. When updating your personal information, we may ask you to verify your identity before we can act on your request. We may reject requests that are unreasonably repetitive, require disproportionate technical effort (for example, developing a new system or fundamentally changing an existing practice), risk the privacy of others, or would be extremely impractical (for instance, requests concerning information residing on backup tapes).

 

Last Updated: January 25, 2017