In addition, certain areas of the Service may be subject to additional Terms of Service that we make available for your review. By using such areas, or any part thereof, you are expressly indicating that you have read and agree to be bound by the additional Terms of Service applicable to such areas. In the event that any of the additional Terms of Service governing such area conflict with these Terms, the additional terms will control.
PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER PROVISIONS IN THE DISPUTE RESOLUTION SECTION OF THESE TERMS. IT AFFECTS HOW DISPUTES ARE RESOLVED. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND THIS AGREEMENT, INCLUDING THE DISPUTE RESOLUTION, ARBITRATION PROVISIONS AND CLASS ACTION WAIVER AND ACCEPT ALL OF THE TERMS. YOU MAY NOT USE OR ACCESS OUR PLATFORM IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
- Eligibility for Our Service
Our Services are intended for users 18 years of age or older. By using our Services, you represent and warrant that you have attained the age of majority where you reside (18 years of age in most jurisdictions) and are otherwise capable of entering into binding contracts including this Agreement. If you are using our Services on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.
- Our Service
- MAPTYCS Services is a subscription based technology platform. In exchange for a subscription fee, users will provide us with information regarding properties that they own, which will be uploaded into our database, and analyzed using our proprietary software to determine risk of loss based upon historical data published by government and private industry resources. Once entered into the database, these properties make up and are defined as your “Portfolio” or your “Portfolio Data”.
- 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.
- The Services available on our Website are for your individual business use only. You may not sell or resell any of the Services you purchase or otherwise receive from us.
- Any modifications and new features added to the Service are also subject to this Agreement.
- MAPTYCS reserves the right to modify or discontinue the Service or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to MAPTYCS.
- Information Accuracy
- MAPTYCS USES DATA AND INFORMATION OBTAINED FROM GOVERNMENT AGENCIES AND PRIVATE INDUSTRY RESOURCES TO PROVIDE OUR SERVICES WE ATTEMPT TO ENSURE THAT INFORMATION ON THIS SERVICE IS COMPLETE, ACCURATE AND CURRENT. DESPITE OUR BEST EFFORTS, THE INFORMATION ON OUR SERVICE MAY OCCASIONALLY BE INACCURATE, INCOMPLETE OR OUT OF DATE. WE MAKE NO REPRESENTATION AS TO THE COMPLETENESS, ACCURACY, OR CURRENCY OF DATA USED IN PROVIDING THE SERVICE, AND WE CANNOT, AND DO NOT, WARRANT THE ACCURACY OF ANY OF THE INFORMATION PROVIDED IN OUR SERVICES.
- Furthermore, information on the Service may contain typographical errors, inaccuracies, or omissions. We reserve the right to correct or make changes in such information without notice or liability to you.
- Account Registration
- To access some features of the Service, including our subscription services plan, you will be required to register for an account. When you register for an account, you may be required to provide us with some information about yourself (such as your name, date of birth, e-mail address, physical address, phone number, company name, company title or other personal information). Some of this information may be of a confidential nature and may include personal identifying information (all “Your Information”).
- If you provide Your Information to us then you agree to provide true, current, complete and accurate information, and not to misrepresent your identity. You also agree to keep Your Information current and to update Your Information if any of Your Information changes.
- Account Management
- Keep Your Password Secure. If you have been issued an account by MAPTYCS in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account, even if you authorize other parties to access your account. You, and not MAPTYCS, are responsible for any activity occurring in your account, whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify MAPTYCS immediately.
- Keep Your Details Accurate. MAPTYCS may send notices to the email address or text messages to your mobile phone registered with your account. You must keep your email address, mobile phone number and, where applicable, your contact details and payment details associated with your account current and accurate.
- We reserve the right to modify, suspend or terminate the Service, any user account or your access to the Service for any reason, without notice, at any time, and without liability to you.
- You can cancel your account at anytime. Upon termination or cancellation, all licenses and other rights granted to you in these Terms will immediately cease.
- We reserve the right to refuse to issue an account to anyone or permit access to the Service to anyone for any reason at any time.
- Subscription, Term and Termination
- 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 (i) you breach any provision of Section 13 below (“Use Restrictions”); (ii) our Services become obsolete or unusable for the purposes for which we entered into these Terms; or (iii) 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 (ii) and (iii), 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 13 below, your access will immediately and permanently be terminated.
- Upon any termination of this Agreement, 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.
- For Subscription purchase, you authorize us to charge you for the subscription purchase using the secure third party payment processor we make available to you. Our payment gateway partners use secure servers with state-of-the-art encryption and secure sockets layer (SSL) technology for the transfer of credit card information. Additionally, we have security measures in place to protect our customer database and access to this database is restricted internally.
- You must keep all information about your payment method current. If you tell us to stop using your payment method and we no longer receive payment from you, we may cancel your account and subscription. Your notice to us will not affect charges to your account before we reasonably could act on your request.
- You agree that we may charge you, and you will pay to MAPTYCS, any fee or penalty that is assessed or charged to us for a “Chargeback” resulting from a failure or refusal of your selected method of payment to make a required payment. This payment shall be refunded to you in the event that your selected method of payment resolves this dispute in your favor.
- Your Access and Use of our Services
- The rights granted to you in these Terms are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (ii) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (iii) you shall not access the Services in order to build a similar or competitive Service; and (iv) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services shall be subject to these Terms.
- Furthermore, you agree that you will not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor our Services or any portion of our Services or for any other purpose, without our prior written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for your personal information) from our Services without our prior written permission and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of our Services or any activities conducted on our Services; (iv) bypass any robot exclusion headers or other measures we may use to prevent or restrict access to our Services, or (v) interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature.
- Except as expressly permitted in this Agreement, you shall not collect or harvest any personally identifiable information, including account names, from our Services.
- Our Services may now, or in the future, have “publicly accessible areas” that allow users to post User Content (hereafter defined) that will be accessible by the public or the user population generally. As a user of the Services, you acknowledge and affirmatively agree that in the course of using the Services you may be exposed to User Content that might be offensive, harmful, inaccurate or otherwise inappropriate. You further agree that MAPTYCS shall not, under any circumstances, be liable in any way for any User Content.
- You understand that MAPTYCS may issue upgrade versions of any mobile App and you consent to receiving automatic upgrades on your mobile device. You also acknowledge and agree that standard carrier data charges may apply to your use of the Service including, without limitation, text messages.
- You shall not use any communication systems provided on our Services including, without limitation email, for any commercial or solicitation purposes. You shall not solicit for commercial purposes any users of our Services without our prior written permission.
- You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your purchases or use of the Services.
- Suspension and Termination of Services
- MAPTYCS may also suspend providing the Services to you (including your subscription) if we are investigating suspected misconduct by you. MAPTYCS will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action.
- Users who have been terminated or suspended will not be eligible for a refund of any kind for the termination or the period of suspension.
- Proprietary Rights
As between MAPTYCS and you, MAPTYCS or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with these Terms. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by MAPTYCS.
- Intellectual Property Rights
- Our names, graphics, videos, logos, page headers, button icons, scripts, and service names are our trademarks or trade dress in the United States and/or other countries (collectively the “Proprietary Marks”), and are owned by MAPTYCS. You may not use the Proprietary Marks without our prior written permission.
- We make no proprietary claim to any third-party names, trademarks or service marks appearing on our Services. Any third-party names, trademarks, and service marks are property of their respective owners.
- The information, content, documentation, guides, descriptions, advice, data, software and any other content viewable on, contained in, or downloadable from our Services (collectively, “Our Content”), including, without limitation, all text, graphics, charts, pictures, photographs, images, videos, audio files, line art, icons and renditions, are copyrighted by MAPTYCS, or otherwise licensed to us by Our Content suppliers.
- We also own a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of Our Content (the “Collective Work”).
- All software used on, or within our Services is our property or the property of our software vendors and is protected by United States and international copyright laws. Listening, viewing, reading, printing, downloading or otherwise using Our Content and/or the Collective Work does not entitle you to any ownership or intellectual property rights to Our Content, the Collective Work, or the Software.
- You are solely responsible for any damages resulting from your infringement of our, or any third-parties, intellectual property rights regarding the Trademarks, Our Content, the Collective Work, the Software and/or any other harm incurred by us or our affiliates as a, direct or indirect, result of your copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement.
- 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 Our Content during the term of your subscription, solely for your internal business and non-commercial purposes. The Website and Our 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, Our Content, your Portfolio Data, and the “Resulting Data” (“Resulting Data” is defined below in section 12 c.) 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 Our Content, your Portfolio Data, 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 Data 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 Data (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 13 below.
- 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.
- 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.
- 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.
- You will not use our Services in any way that causes or is likely to cause the Website or Our 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.
- 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.
- 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.
- You will not use the Services to impersonate any third party or otherwise mislead as to the origin of your information.
- Interruption of Service
- Your access and use of our Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of our Services or other actions that we, in our sole discretion, may elect to take.
- You agree that we will not be liable to you or to any third party for any interruption of the Services or any part thereof.
- Third Party Links, Services and Content
- Electronic Communications
- Although we may choose to communicate with you by regular mail, we may also choose to communicate with you by electronic means including, without limitation, email, telephone, text, SMS, chat or by posting notices on our Services. When you use our Services, you consent to communicating with us, and potentially other users electronically.
- You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- Electronic Transactions
- Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into on this site, including purchases, financial transactions, notices of cancellation, policies, contracts, and applications.
Violating the security of our Services is prohibited and may result in criminal and civil liability. MAPTYCS may investigate incidents involving such violations and may involve, and will cooperate with law, enforcement if a criminal violation is suspected. Security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Service or to breach security or authentication measures, unauthorized monitoring of data or traffic and interference with service to any user, host, or network.
- Privacy and Your Personal Information
- Limited Warranty and Disclaimers
- Limited Warranty. 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.
- NO IMPLIED WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, 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: (i) 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 (ii) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME PARTS OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
- 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.
- Limitation Of Liability
- IN NO EVENT SHALL WE BE RESPONSIBLE TO, OR LIABLE TO YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY PERSONAL INJURY TO YOU OR OTHERS, OR LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR ACCESS AND USE OF OUR SERVICES AND PRODUCTS; (II) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE OUR SERVICES FOR ANY REASON; (IV) YOUR DOWNLOADING OF ANY OF OUR CONTENT OR THE COLLECTIVE WORK FOR YOUR USE; OR (V) YOUR RELIANCE UPON OR USE OF OUR CONTENT OR THE COLLECTIVE WORK, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
- THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN OUR SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN OUR SERVICES.
- WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND THEIR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS OR NON-PERFORMANCE OF THIRD PARTIES.
- OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE SUM OF $100 IN THE AGGREGATE FOR ALL CLAIMS.
- YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- CERTAIN STATE OR JURISDICTIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
- You agree that you will be personally responsible for your use of the Service, products or subscriptions you purchase from us; and you further agree to defend, indemnify and hold harmless MAPTYCS and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of or alleged use of the Service, subscription or the products you purchase through the Service; (ii) your violation of these Terms of Service or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your infringement upon the property rights, intellectual property rights (copyrights and trademarks) or other rights of others; (iv) your violation of any third party right, including without limitation publicity, confidentiality, or privacy right; (v) any serious emotional or physical harm, including death, to you or any third party resulting from your use of the Services, products or subscriptions purchased though the Service.
- We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
- By using the Services, you release, to the maximum extent allowed by law, MAPTYCS, its officers, directors, employees, affiliates, and agents from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, your use of our Services, products or subscriptions, including without limitation, any serious emotional or physical harm, including death to you or any third party.
- If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
- Governing Law
This Agreement, and any separate agreements whereby we provide you Services, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles. The parties hereby consent to the exclusive jurisdiction and venue in the state and federal courts in the State of New York in and for the County in which MAPTYCS has established its principal office.
- Our Remedies
- You acknowledge that we may be irreparably damaged if this Agreement is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by you, we shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement.
- For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the state courts of record or a United States District Court for the State of New York in and for the County in which MAPTYCS has established its principal office. You consent to the jurisdiction of such court and waive any objection to the venue of any such action or proceeding in such court.
- Dispute Resolution
THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION.
THIS AGREEMENT ALSO CONTAINS AN AGREEMENT THAT YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING OR USING ANY OF THE SERVICE. EACH TIME YOU ACCESS OR USE THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE MANDATORY ARBITRATION PROVISION AND THE CLASS ACTION WAIVER YOU MAY NOT ACCESS OR USE THE SERVICE.
For any dispute you have with MAPTYCS, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. If MAPTYCS has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy as follows:
- You and we agree that any claim or dispute at law or equity between us relating in any way to or arising out of this or previous versions of this Agreement, your use of or access to the Services will be resolved in accordance with the provisions set forth in this Legal Disputes section. Please read this section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.
- Applicable Law. You agree that the laws of the State of New York, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and us, except as otherwise stated in this Agreement.
- Agreement to Arbitrate. You and we each agree that any and all disputes or claims between you and us relating in any way to or arising out of this or previous versions of this Agreement, your use of or access to our Services, or any courses or services delivered, sold, offered, or purchased through our Services shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify.
- Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OUR OTHER USERS.
- Arbitration Procedures. Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of this Agreement as a court would. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of this Agreement including, but not limited to, any claim that all or any part of the Agreement to Arbitrate or this Agreement is void or voidable. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The arbitrator will decide the substance of all claims in accordance with the laws of the State of New York, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
- Judicial Forum for Legal Disputes. Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the State of New York in and for the County in which MAPTYCS has established its principal office. You and we agree to submit to the personal jurisdiction of the courts located within New York for the purpose of litigating all such claims or disputes. You also agree that: (i) our Services shall be deemed solely based in the State of New York; and (ii) our Services shall be deemed passive Services that do not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of New York.
- Statutory Rights; Notice To California Residents
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing, currently at: 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone, currently at (800) 952-5210 in order to resolve a complaint regarding our Website or to receive further information regarding use of our Website.
- 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.
- Amendments to this Agreement
We reserve the right to update, amend and/or change this Agreement at any time in our sole discretion and without notice. Updates to this Agreement will be posted here. Amendments will take effect immediately upon us posting the updated Agreement on our Services. You are encouraged to revisit this Agreement from time to time in order to review any changes that have been made. The date on which this Agreement was last updated will be noted immediately below this Agreement. Your continued access and use of our Services following the posting of any such changes shall automatically be deemed your acceptance of all changes.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
- No Waiver
Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.
- Entire Understanding
If you have questions, comments, concerns or feedback regarding this Agreement or our Services, please contact us at email@example.com
Last updated: July 24, 2019