Mapbox Enterprise Terms of Service
Welcome to Mapbox Enterprise! By submitting your Mapbox Enterprise Order ("Order"),
you agree to the terms of your Order and these terms ("ETOS"), which together constitute our
“Agreement.” In the event of a conflict between your Order and the ETOS, your Order will prevail.
Definitions. Capitalized terms used but not defined herein have the definition provided in Exhibit A.
License. Subject to your full compliance with the terms and conditions of this Agreement, we grant to you, from the Start Date through the end of the Term, a non-exclusive, non-sublicensable, non-transferable (except in accordance with Section 15.2) license in the Territory to access and use the Services solely within the Licensed Applications and subject to the Volume Limits (including any Overages). For clarity, you may only access and use the Atlas Software in connection with an Atlas Server Application.
Service Levels. We will provide (A) the Services (for the Licensed Applications within the Volume Limits, including any Overages) in accordance with our service level agreement as specified at www.mapbox.com/sla/ and (B) the Support Services in accordance with our support services agreement as specified at www.mapbox.com/support-services/.
Usage. Each request to a Mapbox API must include one of your unique API access tokens. You are responsible for all use of the Services, whether or not authorized, including any use of your API access tokens.
Compliance with Law. You agree to comply with all applicable laws, regulations, and third-party agreements in connection with your use of the Services and the Support Services. In addition, you will comply with, and will obtain all required authorization from applicable authorities under, the Export Control Laws.
Other Prohibited Uses. You may not engage in any of the following uses of the Services or the Support Services:
disseminating material that is abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious;
aiding or implementing practices that violate or are intended to violate basic human rights or civil liberties (for clarity, you may not use the Services or Support Services to assist in the creation of databases of identifying information for any government to abrogate any human rights, civil rights, or civil liberties of individuals on the basis of race, gender, gender expression or gender identity, sexual orientation, religion, age, national origin or based on any protected classification under applicable laws);
violating the copyright, trademark, patent, trade secret, or other intellectual property or proprietary rights of any person (including us);
creating a false identity or otherwise attempting to mislead any person as to the identity or origin of any communication;
operating dangerous businesses such as emergency services or air traffic control, where the use or failure of the Services could lead to death, personal injury or significant property damage;
interfering, disrupting, or attempting to gain unauthorized access to any of our accounts, services, or computer networks;
disseminating, storing, or transmitting viruses, Trojan horses, or any other malicious code or program; or
hosting with, transmitting to or providing to us any information that is subject to specific government regulation, including, without limitation, Protected Health Information (as defined in the U.S. Health Insurance Portability and Accountability Act, as amended), financial information (as regulated by the U.S. Financial Services Modernization Act, as amended), consumer reports and consumer-reporting information (as regulated by the U.S. Fair Credit Reporting Act, as amended) and information subject to Export Control Laws.
Reverse Engineering; Derivative Works
All Licensed Applications. You may not (i) modify, create derivative works from, disassemble, decompile or otherwise reverse engineer or attempt to derive any source code or underlying structure, ideas or algorithms from the Services, except to the extent such restriction is expressly prohibited under applicable law, or (ii) modify, obscure, or delete any proprietary rights notices included in or with the Services. Further, unless expressly prohibited under applicable law or permitted by Section 4.5, you may not use the Services to develop, test, validate and/or improve any service or dataset that is a substitute for, or substantially similar to, the Services (including any portion thereof).
Atlas Server Applications. Solely with respect to Atlas Server Applications, in addition to the restrictions set forth in Section 4.4.1, you may not: (i) access, disclose, or permit any third party to access the Atlas Map Content other than through the Mapbox APIs; (ii) sublicense, sell, rent, lease, transfer, assign, disclose, or distribute the Atlas Software to third parties; (iii) host the Atlas Software for the benefit of third parties other than as expressly authorized by this Agreement; (iv) host the Atlas Software in a way that makes any of it accessible to the public; or (v) try to avoid or change any license registration processes we implement.
Tracing, Deriving and Extracting. Except as expressly permitted by this Agreement or your Order, you may not trace or otherwise derive or extract content, data and/or information from the Services.
Print or Video Use. Unless expressly permitted in your Order, you may not use the Licensed Map Content in print, static digital or video media (including media distributed by internet, cable, satellite, etc); provided, however, you may use the Licensed Map Content in print and video advertising, marketing and educational materials that promote your Licensed Applications so long as the Licensed Map Content is shown incidentally in the context of the Licensed Applications.
Asset Tracking. Unless expressly permitted in your Order, you may not use the Services to locate or display a Tracked Asset. If your Order includes Tracked Assets, you may only use the Services to locate or display Tracked Assets up to the Volume Limit.
Denial of Service. You may not knowingly use the Services or the Support Services in any manner that could damage, disable, overburden, or impair the Services or the Support Services or interfere with any other party's use and enjoyment of the Services or the Support Services, and you agree to use commercially reasonable efforts to prevent and avoid any such use. If your use is damaging, disabling, overburdening, or impairing the Services or the Support Services or interfering with another party's use and enjoyment of the Services or the Support Services, we may suspend or limit your use for the duration of the harmful use. Following such suspension or limit, we will notify you promptly and we will work with you to resolve the issue expeditiously.
Product Specific Restrictions; Default Restrictions. You will comply with all the requirements listed in Exhibit B hereto (Product-Specific Requirements) for each of the Services that you access and/or use. Unless expressly permitted in your Order or on Exhibit B, you may (1) only use Licensed Map Content in conjunction with a Mapbox Map, (2) only query the Services in response to human user queries and human app interactions, (3) not perform bulk or automated queries, and (4) not scrape or systematically download Licensed Map Content.
Mapbox Reservations. Except as expressly provided herein to the contrary, (i) you may not redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer any rights to, or content, data and/or derived from, the Services or the Support Services and (ii) all remedies available to us under this Agreement are non-exclusive. We reserve all rights in the Services and the Support Services not expressly granted to you.
End Users and Notification. You may not allow End Users or other third parties to use the Services or the Support Services in any way that would violate this Agreement if done by you. You agree to promptly notify us in writing if you become aware of any misappropriation or unauthorized use of the Services.
On a Mapbox Map. When displaying a Mapbox Map, you must include (1) the attribution required by Section 5.1 and “Improve this map” that links to our map feedback tool at www.mapbox.com/map-feedback in the lower right corner of the map, and (2) the Mapbox logo in the lower left corner of the map as described in our developer documentation, or other prominent location agreed in writing by the parties.
Form and Format. The attribution required by this Section 5 must be in a form that is prominent and can be easily viewed by End Users when using the Licensed Application. Without limiting our other rights and remedies hereunder, if we reasonably determine that you are obscuring the required attribution or otherwise not complying with the foregoing attribution requirements, you will work with us in good faith to promptly remedy the non-compliant attribution.
Charges and Payment
Fees. Fees for the Services and the Support Services are set out in your Order. All fees are stated and solely payable in U.S. Dollars. Unless otherwise expressly stated in your Order, you agree to pay the fees in full, annually, and in advance.
Renewal Terms. In connection with any Renewal Term, we may increase the fees for the Services and/or the Support Services by an amount not to exceed the greater of (A) five percent (5%) and (B) the increase in the CPI for the prior Initial Term or Renewal Term, as applicable. In addition to the foregoing sentence, upon at least 45 days’ advance written notice prior to the start of any Renewal Term, we may further increase the fees for the Services and/or Support Services for the immediately following Renewal Term.
General. Fees for Overages accrue at the Overage Rate as they are used. We may invoice you at any time (not to exceed once in any calendar month) for accrued Overages.
Renewal Adjustment. Unless waived by us in writing, if you have accrued Overages in the immediately preceding Initial Term or Renewal Term (the “Prior Term”), there will be an automatic adjustment at the beginning of the subsequent Renewal Term equal to (A) an increase in the annual volume to reflect the Overage volume used in the Prior Term and (B) an increase in the annual fees equal to the Overage volume used in Prior Term multiplied by the applicable non-Overage price for the Services set forth on your Order.
Payment. You must pay us within 30 days of the date of an invoice (or such shorter time period if required under applicable law, provided that we note such shorter time period on the invoice) via wire transfer, electronic ACH transfer, or check. All fees are non-refundable and not subject to setoff, unless expressly stated otherwise or otherwise required by applicable law. You are solely responsible for all of your bank fees, interest charges, finance charges, over-draft charges, and any other fees you incur as a result of the charges billed by us.
Late Payments. Any invoice that is not paid on or before the date such payment is due under this Agreement will bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, starting on the first date on which payment was delinquent and calculated on the number of days such payment is overdue.
Taxes. Fees quoted do not include taxes, and you agree to pay all sales/use, gross receipts, value-added, GST, personal property or other tax (including any interest and penalties) with respect to the transactions and payments under this Agreement, other than taxes based on our income, employees or real property. You agree to work with us to help us obtain any necessary withholding or royalty tax exemptions where applicable.
Your Uploads. As between you and us, you own all right, title and interest in and to Your Uploads.
Services and Support Services. As between you and us, we own and reserve all right, title and interest in and to the Services and the Support Services.
Feedback. Notwithstanding anything else, you acknowledge and agree that we may, free-of-charge and without restriction, exploit and make available any and all feedback, suggestions, ideas, enhancement requests, recommendations or other information you or your End Users provide to us relating to the Services or the Support Services.
"Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or that would normally be considered confidential under the circumstances. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew before receiving the Confidential Information from the other party; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient without use of or reference to the other party’s Confidential Information; or (d) was rightfully given to the recipient by another party. For clarity, our Confidential Information shall include the Atlas Software. Your Uploads will not constitute Confidential Information unless you comply with the terms and conditions herein.
Use of Confidential Information. Each party may use Confidential Information of the other party only to exercise its rights and fulfill its obligations under this Agreement. The parties and their employees and agents shall not disclose the other party’s Confidential Information to any third party except to Affiliates, employees and agents who have agreed in writing to be bound by confidentiality obligations as least as protective of the other party as those contained in this Agreement, and each party shall protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information. Obligations to protect Confidential Information do not restrict either party from disclosures pursuant to the order of a court, administrative agency, or other governmental body, provided that reasonable advance notice is given to the other party, if allowed by law, to enable such other party to contest the order and/or seek confidential treatment of the disclosure.
Reference to Non-Confidential Use. During the Term, if the Licensed Application is not confidential (including because it is publicly available or because you are publicly advertising it), then either party may use the other party’s name and logo for the purpose of identifying the other party as a commercial partner and describing the non-confidential use. At any time, the referenced party may request that the referencing party cease any public use of the referenced party’s name and logo that they consider objectionable, and the referencing party will cease such use as soon as reasonably practicable.
Joint Publicity; Press Releases; Marketing Activities. In addition to Section 9.1, if mutually agreed to by the parties, the parties will work together in good faith to develop and approve an agreed upon joint public announcement, testimonial, blog post and/or other materials that describes your implementation of the Services.
Representations and Warranties
Mutual Representations. Each party represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement; and (ii) when executed and delivered by it, this Agreement will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms.
Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, THE PARTIES AND THEIR RESPECTIVE LICENSORS DO NOT MAKE, AND HEREBY DISCLAIM, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NONINFRINGEMENT OF THIRD PARTIES’ RIGHTS.
Indemnification by us
Subject to the limitations in this Section 11, we will indemnify, defend and hold you harmless from any costs, liabilities, damages or other amounts actually paid or payable to unaffiliated third parties (including reasonable attorneys’ fees) in connection with any third party claim, action, suit or demand (each, a “Claim”) to the extent that such Claim is based on an allegation that the Services infringe a copyright or misappropriate a trade secret of a third party.
We will have no obligation to indemnify you for any Claim to the extent it is based on (i) your use of the Services other than as authorized by this Agreement; (ii) your failure to use updated or modified Services that we make available to you that would have helped avoid or mitigate the Claim; (iii) your continued use of the Services after receiving notice from us to stop doing so in order to avoid further infringement or misappropriation; or (iv) the combination, operation or use of the Services with equipment, devices, software, systems, or data that we didn’t supply (subparts (i)-(iv) are collectively “Indemnity Exclusions”).
If your use of the Services is, or in our reasonable opinion is likely to be, subject to a Claim, we may, at our sole option and at no charge to you (and in addition to our indemnity obligation to you): (i) procure for you the right to continue using the Services; (ii) replace or modify the Services so that they are non-infringing and include substantially similar functionality as the original Services; or (iii) if options (i) and (ii) above are not commercially practicable in our reasonable estimation, we can terminate this Agreement and all licenses granted hereunder (in which event, you will immediately stop using the Services) and provide a pro-rata refund of any unused pre-paid fees for the period of service following termination.
THIS SECTION 11 SETS FORTH OUR SOLE AND EXCLUSIVE OBLIGATIONS, AND YOUR SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY AND ANY OTHER CATEGORY OF CLAIMS OTHERWISE SPECIFICALLY COVERED UNDER OUR INDEMNITY OBLIGATION (IF ANY). NO PARTY TO THIS AGREEMENT SHALL BE ENTITLED TO ANY FORM OF IMPLIED OR EQUITABLE INDEMNIFICATION AT ANY TIME, WHETHER BASED ON A THEORY OF CONTRACT, TORTS (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND ANY RIGHT THERETO IS HEREBY IRREVOCABLY WAIVED AND DISCLAIMED BY EACH OF THE PARTIES.
Indemnification by you. Subject to Section 11.3, you agree to indemnify, defend and hold us harmless from any Claim to the extent that it is based on (i) use of the Services or the Support Services by you or any third party other than as expressly authorized by this Agreement; (ii) content you submit or post to the Services (including Your Uploads) or the Support Services; or (iii) an Indemnity Exclusion.
Process. If a party entitled to indemnification (the “Indemnified Party”) becomes aware of any indemnifiable Claim, such party shall give the other party (the “Indemnifying Party”) notice of such Claim as soon as reasonably practicable. The Indemnified Party shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense or settlement of the Claim, and shall allow the Indemnifying Party to have sole control of the defense or settlement. Subject to the prior sentence, the Indemnified Party shall have the right to participate fully, at its own expense, in the defense of such Claim. Any compromise or settlement of a Claim requiring the Indemnified Party to admit liability or to pay any money shall require the prior written consent of both parties, such consent not to be unreasonably withheld or delayed. The indemnity obligations of the Indemnifying Party shall be contingent on the Indemnified Party’s compliance with this process.
Limitations of Liability
Limitation on Indirect Liability. EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS HEREUNDER, FAILURE TO PAY FEES OWED HEREUNDER, VIOLATIONS OF SECTIONS 2 AND 4, AND INFRINGEMENT OF OUR INTELLECTUAL PROPERTY BY YOU OR YOUR USERS (COLLECTIVELY, “LIMITATION EXCEPTIONS”), UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL EITHER PARTY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS, OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM THE SUPPORT SERVICES OR YOUR USE OR THE INABILITY TO USE THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation on Amount of Liability. EXCEPT FOR THE LIMITATION EXCEPTIONS, IN NO EVENT SHALL THE TOTAL LIABILITY OF EITHER PARTY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS, OR SUPPLIERS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SUPPORT SERVICES OR THE SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), IN THE AGGREGATE, EXCEED THE FEES PAID AND PAYABLE TO US IN THE TWELVE-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE DAMAGE OCCURRED.
Term and Termination
Term. The Agreement begins on the Effective Date and, unless earlier terminated pursuant to this Agreement and subject to the following sentence, continues until the Initial Term End Date (the “Initial Term”). Unless specified otherwise in your Order, at the Initial Term End Date, this Agreement will automatically renew for successive one (1) year terms unless either party opts out of automatic renewal by providing written notice to the other party at least 30 days prior to the conclusion of the then-applicable term (each, a “Renewal Term” and, together with the Initial Term, the “Term”).
Termination. Either party may terminate this Agreement by providing written notice of termination, if the other party materially breaches this Agreement and fails to cure the material breach within 30 days of written notice from the notifying party (a “Material Breach”). If you terminate for Material Breach by us, we will make a pro-rata refund of any fees for unused Services and Support Services that you have paid for in advance. Termination will not alter your obligations to pay all fees and charges due to us as of and through the date of termination.
Termination of Use. Upon the termination or expiration of this Agreement, (i) all rights and licenses granted to you hereunder shall immediately end, (ii) you agree to immediately destroy any Licensed Map Content (except for Permanent Geocodes), the Atlas Software and any other material downloaded from the Services in your (and/or your End Users’) possession or control, and provide written certification of the same to us within 15 days after expiration or termination of this Agreement, and (iii) we will use commercially reasonable efforts to remove from our site and cease use of Your Uploads. You are responsible or backing up any of Your Uploads, and you acknowledge that following termination or expiration of this Agreement (A) caching of or references to Your Uploads may not be immediately removed and (B) you may not have access to Your Uploads. Notwithstanding anything to the contrary in this paragraph, neither party shall be required to identify or delete content (other than Licensed Map Content and the Atlas Software) held in archive or back-up systems in accordance with its general systems archiving or backup policies or as may be required to comply with applicable laws.
Survival. Sections 1, 4 (solely with regard to Permanent Geocodes and any other Services that you are explicitly allowed to continue using after expiration or termination of the Agreement), and 6 through 15 of this Agreement (including any Exhibits referenced therein), together with all other provisions that may be reasonably interpreted as surviving termination or expiration of the Agreement (which, for clarity, shall not include Sections 2, 3 and 5), will survive the termination or expiration of the Agreement.
Reports and Audit
Reports. All reports required under this Section 14.1 shall be sent to email@example.com (or such other place or method specified by us in writing) within 15 days after (a) the end of each calendar quarter during the Term and (b) the end of the Term; provided that the report required for an Atlas Server Application shall be provided within 15 days of (y) the end of each calendar month during the Term and (z) the end of the Term. For any Order that includes a Commercial Application, you must report the number of Seats in use in each of your Commercial Applications. For any Order that includes Asset Tracking, you must report the number of Tracked Assets. In addition, at our written request, not more than once per 12-month period, you will provide us with a certification signed by an officer of yours verifying that Services are being used in compliance with this Agreement. For any Atlas Server Application, you will also report to us the number of Permanent Geocodes requested from Atlas Software in the prior month.
Audit. We will have the right to examine (or to appoint a nationally recognized certified public accountant or independent auditor to examine, who has agreed to reasonable confidentiality protections no less restrictive than those under this Agreement) your use of the Services, and the related records, to verify your compliance with this Agreement. Audits will be conducted during regular business hours, no more than once per 12-month period and upon at least 30 days’ prior written notice (except where we have reasonable belief that a violation of this Agreement has occurred or is occurring), and will not unreasonably interfere with your business activities. You will provide us with reasonable access to the relevant records and facilities. This Section 14.2 shall survive termination or expiration of this Agreement for a period of two (2) years.
Underpayment. If an audit reveals that you have underpaid fees to us during the period subject to the audit, then following the issuance of our invoice, you will promptly pay us (not to exceed 15 days after the date of the invoice), for the underpaid fees based the price specified in your Order, in addition to any amounts owed under Section 6.5 for late payment. If the underpaid fees exceed five percent (5%) of the fees paid by you for the Services during any consecutive 12-month period within the time period subject to the audit, then you will also pay the reasonable costs of conducting the audit.
Notices. Notices must be in writing and are effective when (a) actually received or (b) sent by email, if sent to the email address on file with your account, for you, or to firstname.lastname@example.org, for us, and the sending party can confirm that the email was apparently sent successfully according to its ordinary technical records, the sending party did not receive an error notice, and the email included in the subject line “LEGAL NOTICE”. For notices by email, if the sending party receives an error notice, the sending party must attempt to reach the receiving party by other means. We may update our notice address by providing you with written notice of the new notice address in accordance with this Section.
Assignment. Neither party will assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, (A) either party may assign this Agreement in its entirety to its successor in interest pursuant to a merger, acquisition, corporate reorganization, or sale of all or substantially all of that party’s business or assets to which this Agreement relates and (B) we may assign this Agreement to an Affiliate (each, a “Permitted Assignment”). In the event of a Permitted Assignment not to an Affiliate, the assigning party will provide written notice of the assignment within thirty (30) days following the Permitted Assignment. Any other attempt to assign is void.
No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
Amendments. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
Entire Agreement. This Agreement supersedes all other agreements between the parties relating to its subject matter. Under no circumstances will the terms, conditions or provisions of any purchase order, invoice or other similar document issued by you in connection to this Agreement alter or add to the rights, duties or obligations of the parties under this Agreement, regardless of any failure of ours to object to such terms, provisions, or conditions.
Severability; Interpretation. If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
Data. Notwithstanding anything herein to the contrary, (A) nothing in this Agreement shall restrict or limit your right to use any data that you have the right to access and use independent of this Agreement and (B) we may use aggregated or de-identified data obtained through or derived from the Services or the Support Services for the purpose of improving our products and services.
Governing Law. The rights and obligations of the parties, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of California excluding conflict of law rules and principles.
Dispute Resolution. The parties shall work together to resolve any claim relating to this Agreement, the Support Services or the Services amicably through good faith discussions upon the written request of either party. In the event that any such dispute cannot be resolved thereby within a period of fourteen (14) days after such notice has been given (the last day of such fourteen (14) day period being herein referred to as the “Arbitration Date”), such dispute, controversy or claim arising out of or relating to this agreement or to a breach thereof, including its interpretation, performance or termination, shall be finally resolved by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one or more commercial arbitrators with substantial experience in resolving complex commercial contract disputes involving software and technology, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the number and identity of the arbitrators within fifteen (15) days following the Arbitration Date, then a single arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator(s) shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief. For all purposes of this Section 15.11, unless otherwise elected by us in writing for a particular instance (which election can be withheld for any reason or no reason at all), the sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and U.S. federal courts located in San Francisco, California, and both parties consent to the jurisdiction of such courts. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Force Majeure. Neither party will be responsible for any failure or delay in performance (other than your obligation to pay us the fees owed hereunder) to the extent caused by any event or circumstance beyond the other party’s reasonable control including, without limitation, war, embargo, sanctions, natural disaster, blocking, filtering, rate-limiting, throttling, action by a governmental authority, regulatory body or other third party, or changes in applicable law, rules or regulations.
U.S. Government End Users. If you are a United States government user or otherwise accessing or using any of the Services on behalf of the U.S. government, including as a higher-tier subcontractor or prime contractor, this Agreement is amended as set out in our U.S. Government Terms of Service, located at www.mapbox.com/usg-tos/ (“USG Terms”). In the event of a conflict between this ETOS and the USG Terms, the USG Terms shall prevail.
"Address-Level Geocode" means a Geocoding Result of the address type, as specified in Mapbox API documentation.
"Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
"Atlas Geocoding Data" means any geocoding data in the Atlas Map Content.
"Atlas Map Content" means any content, data and/or that we make available to you for use with Atlas Software.
"Atlas Server Application" means your non-public application that is expressly described in your Order.
"Atlas Software" means the source code or object code version of the Atlas Server Application provided by us, including any updates, along with any Atlas Map Content.
"Area-Level Geocode" means a Geocoding Result of the country, region, postcode, district, place, locality, or neighborhood type, as specified in Mapbox API documentation.
"Commercial Application" means the non-mobile service, product or application described in your Order that is not available to the public without restriction (by password, payment, network infrastructure, or otherwise).
"China" means, for the purpose of this Agreement, the People’s Republic of China, excluding Hong Kong, Macau and Taiwan.
"Chinese Map Data" means the content, data and/or information that you receive from the mapbox.cn endpoint.
"CPI" means the Consumer Price Index for All Urban Consumers, U.S. City Average, for all items, 1982-84=100 (the CPI-U), published by the United States Department of Labor on its website at www.bls.gov/cpi (or any successor website or service provided by the U.S. government).
"Effective Date" means the earliest of the (A) date you submit your Order on our online ordering system (as determined by our online system records), (B) date on which the last party signs the Agreement and (C) the Start Date.
"End User" means a distinct human user (i.e., natural person) that that can access any Licensed Application.
"Enterprise Boundaries" means our administrative level polygon vector tiles.
"Export Control Laws" means applicable export control, re-export control and trade sanctions laws, regulations, legislative and regulatory requirements, rules and licenses, including, without limitation, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), the Export Administration Regulations (EAR) administered by the US Department of Commerce’s Bureau of Industry and Security, the International Traffic in Arms Regulations (ITAR) administered by the Department of State, laws and regulations targeting proliferation activities, and the restricted persons lists maintained by the U.S. Government (including but not limited to the Denied Persons List, Unverified List, Entity List, Specially Designated Nationals List, Debarred List and Non-proliferation Sanctions), the European Union and the United Kingdom.
"Geocode" or "Geocoding Result" means the response to a query to the Geocoding API. Responses to bulk geocoding requests constitute multiple Geocodes.
"Initial Term End Date" means the end date specified in your Order, or if none is specified, the date one year after the Start Date.
"Licensed Application" means any of the following application types Atlas Server Application, Commercial Application, Mobile Application, Public Application and/or Other Application.
"Licensed Map Content" means the content, data and/or information that we provide to you via the Mapbox APIs (and, in the case of an Atlas Server Application, Atlas Map Content) or any other method that is expressly listed in your Order. Licensed Map Content does not include Your Uploads and Third-Party Data. Unless expressly listed in your Order, Licensed Map Content does not include (A) Chinese Map Data or (B) Enterprise Boundaries.
"Map Assets" means map tiles, static map images, style files, glyphs, and sprites that we provide to you through the Mapping APIs. Map Assets excludes Your Uploads and Third-Party Data.
"Map View" means the following assets retrieved through the Mapping APIs (excluding requests provided by the Mobile SDKs): (i) 4 raster map tiles from Mapbox Studio styles; (ii) 4 vector map tiles; (iii) 15 raster map tiles from user-uploaded raster tilesets, Mapbox Editor Classic projects, or Mapbox Studio Classic styles; or (iv) one static map.
"Mapbox", "we" or "us" means Mapbox, Inc.
"Mapbox APIs" means, unless specified otherwise herein, the application program interfaces specified at www.mapbox.com/api-documentation/ (or, in the case of an Atlas Server Application, that are included in the Atlas Software), including, without limitation the Mapping APIs, Geocoding APIs, Directions APIs, Map Matching APIs, Matrix APIs and Optimization APIs.
"Mapping APIs" means the Maps API, Styles API, Static API, Static (Classic) API and Tileset API (in the case of an Atlas Server Application, to the extent included in the Atlas Software).
"Mapbox Map" means a map made up of Map Assets (excluding Enterprise Boundaries).
"Mobile Application" means the mobile service, product or application that is expressly described in your Order that uses a Mobile SDK.
"Mobile SDK" means our Mapbox Maps SDK for Android, Mapbox Maps SDK for iOS, Mapbox Maps SDK for macOS, Mapbox Maps SDK for React Native, Mapbox Navigation SDK for Android, Mapbox Navigation SDK for iOS, Maps SDK for Unity and any other mobile-based SDKs that we make available to you.
"Monthly Active User" means an End User that accessed any Mapbox SDKs within your Mobile Application at least once during a calendar month, as determined by our records.
"Other Application" means any product, service, or application that is expressly described in your Order other than an Atlas Server Application, Commercial Application, Mobile Application or Public Application.
"Overage Rate" has the meaning specified in your Order, if any.
"Overages" means any usage of the Licensed Map Content, Seats, Tracked Assets, Monthly Active Users and/or End Users over the Volume Limits that are specifically permitted in your Order.
"Permanent Geocode" means a Geocode obtained from using the Geocoding API in mapbox.places-permanent mode (“Permanent Mode”).
"POI" or "POI Result" means a Geocode Result that is not an Address-Level Geocode or an Area-Level Geocode.
"Public Application" means the non-mobile service, product or application described in your Order that is available to the public without restriction (by password, payment, network infrastructure, or otherwise).
"Seat" means an End User that can access one of your Commercial Applications. Multiple End Users are not allowed to use the same Seat, even if they do not use them at the same time.
"Services" means the Licensed Map Content, Mapbox APIs, Atlas Software (solely with respect to an Atlas Server Application), and other non-support services provided by us to you, in each case as listed in your Order.
"Start Date" means the Start Date specified in your Order, or, if none is specified, the Effective Date.
"Temporary Geocode" means a Geocode obtained from using the Geocoding API in mapbox.places mode (“Temporary Mode”).
"Territory" means worldwide with the exception of countries that are embargoed or designated as supporting terrorist activities by the United States Government.
"Third-Party Data" means data created by third party users of our services. For example, Third-Party Data includes styles developed by third party users of our products or services that are displayed on www.mapbox.com/gallery/.
"Tracked Asset" means a moving physical asset (e.g. personnel or vehicles) that you track via a sensor and locate based on its current latitude/longitude coordinates. An End User will not be a Tracked Asset if you are solely tracking such End User’s location and displaying that location to the same End User (but not to other End Users).
"Volume Limits" means the annual volumes of usage of the Licensed Map Content, Seats, Tracked Assets, and/or Monthly Active Users specified in your Order. All unused volume-based Services expire at the earlier of the end of (A) each 12-month period within the Term and (B) the Term.
If your Order includes:
a Commercial Application but does not specify a number of Seats associated with the license, the annual volume limit for Seats is 1,000;
a Mobile Application but does not specify a number of Monthly Active Users, the volume limit is 200,000 Monthly Active Users; and/or
Tracked Assets but does not specify a number of Tracked Assets, the volume limit is 1,000.
"you" means the entity first listed in your Order.
"Your Uploads" means data that you store on or use with the Atlas Software and data that you upload to our cloud storage platform using Mapbox Studio, Mapbox Studio Classic, the Dataset API or our Upload API (in each case, excluding any content, data and/or information that we provide to you).
Exhibit B Product-Specific Requirements
In General. You may only access Map Assets directly through the Mapping APIs. You may cache Map Assets on end-user devices (e.g., laptops, smartphones, or tablets) for offline use for up to thirty (30) days, but each device must populate its cache using direct requests to the Mapping APIs and content from a cache may only be consumed by the single end user of the device. On mobile devices, you may only cache up to the limits set in the Mobile SDKs, and you may not circumvent or change those limits. You may not redistribute Map Assets, including from a cache, by proxying, or by using a screenshot or other static image instead of accessing Map Assets through the Mapping APIs.
Satellite Imagery. You may use Studio or third-party software to trace Map Assets solely comprised of satellite imagery (“Satellite Imagery”) and produce derivative vector datasets (i) for non-commercial purposes and (ii) for OpenStreetMap. Unless expressly permitted by your Order, you may only trace Satellite Imagery for commercial purposes up to a limit of 100 points, lines, or polygons (in the aggregate) per year. You may not use Satellite Imagery to improve the accuracy of or otherwise enhance any imagery.
Chinese Map Data. Your Order includes access to Chinese Map Data only if it is expressly included in your Order. You acknowledge that specific laws apply to Chinese Map Data and acknowledge and agree that:
You must include the attribution, copyright notices, survey map number and other required legends and notices specified by us from time to time on all maps that use Chinese Map Data.
We may alter, change, remove or update Chinese Map Data or the Service provided to you through the mapbox.cn endpoint due to Chinese laws or requests by Chinese government officials. If an update prevents you from using the mapbox.cn endpoint within the Licensed Application, we will, as your sole and exclusive remedy, provide a pro-rata refund of any pre-paid fees specifically allocated to Chinese Map Data in your Order for the period of service following the update.
You may not distribute outside of China any Chinese Map Data of China.
You may not modify Chinese Map Data or extract Chinese Map Data from the Services. If you provide the Chinese Map Data to end users in conjunction with other data, you are solely responsible for ensuring that the combination complies with Chinese laws and that you are legally permitted to provide the combination to end users.
In General. You may not use Geocodes: (a) to develop a general database of locations, addresses, areas or boundaries (of any geographic size); (b) to develop any general purpose printed or digital map (of any geographic size); (c) to develop or test another geocoding application, service or API; (c) in connection with navigation products preinstalled or integrated into automobiles by auto manufacturers, auto electronic component manufacturers or auto system integrators; or (d) for in-flight navigation. The terms of this Section 3 and Section 14.2 (Audit) of the ETOS are intended for the direct benefit of our geocoding third-party suppliers and licensors and may also be enforced directly by them.
Temporary Geocodes. You may not export, store or cache Temporary Geocodes, nor may you permit any third party do so. You may not resell or re-syndicate any Temporary Geocodes to other publishers or third parties; provided that you may display the Temporary Geocodes to your End Users in connection with your Licensed Application(s). You may use latitude and longitude information from Temporary Geocodes to position results on a map, but you may not display the latitudes or longitudes directly to End Users.
Permanent Geocodes. You may only access and use Permanent Geocodes if they are expressly listed in your Order. You may store Permanent Geocodes, may query the Permanent Geocoding API programmatically and use Permanent Geocodes off a Mapbox Map. You may only use Permanent Geocodes for your own internal use, and not for resale, distribution, or sublicense.
Studio. Points placed on a map through the places search function in the Studio dataset editor are Permanent Geocodes, and any use of such Permanent Geocodes must comply with the applicable restrictions set forth in Section 3.3 of this Exhibit.
POI Results. You may not use any POI Results (a) for lead generation, advertiser targeting or advertising analysis; (b) to create or augment user profiles or audience segments based on or derived from points of interest results (including, for clarity, calculations or analysis of footfall traffic for any point of interest), or (c) for geofencing—i.e., to give End Users real-time mobile alerts or personalized content based on the End User’s current proximity to a point of interest; provided that giving an End User content in response to such End User’s searches or map interactions does not constitute geofencing.
Atlas Server Application. Notwithstanding the foregoing, for any Atlas Server Application, all Geocode Results (excluding POI Results) are Permanent Geocodes and all POI Results are Temporary Geocodes.
Directions, Map Matching, Matrix and Optimization APIs. You may cache results from the Directions, Map Matching, Matrix and Optimization APIs for up to but no more than 30 days.
Enterprise Boundaries. Enterprise Boundaries may only be used in conjunction with a Mapbox Map, and you may not (and may not permit any third party to) trace or otherwise derive or extract content, data and/or information from Enterprise Boundaries.
Mobile SDKs. You must use the Mobile SDKs as your exclusive means of accessing the Services in mobile applications. At any given time, the Mobile SDK that you use must be the version that has been released within the immediately preceding 12 months (unless no such update has been released). The Mobile SDKs will periodically send location and usage data to us, which we may use for the purpose of fixing bugs and errors, accounting and generating aggregated anonymized statistics. You may not interfere with or limit the data that the Mobile SDKs send to us, whether by modifying the SDK or by other means, except as otherwise required by this Section 6 of this Exhibit. For all Mobile Applications using the Services, you must (a) obtain end users' affirmative express consent before accessing or collecting their location and (b) allow users to opt out of location data sharing using one of the methods described in our developer documentation.
Atlas Server Applications. In addition to the foregoing restrictions, the following shall apply to all Atlas Server Applications.
Unless expressly permitted in your Order, you may not use Atlas Map Content in mobile applications.
Upon 30 days’ advance written notice by us (such date, the “Mandatory Data Refresh Date”), you must either (A) delete the Atlas Software and download a new version from us or (B) delete all Atlas Map Content and download a new version from us, in each case excluding any Permanent Geocodes that you have stored prior to the Mandatory Data Refresh Date.