Enterprise Terms of Service
Welcome to Enterprise! By submitting your Enterprise Order ("Order"), you agree to the terms of your Order and these terms, which together constitute our “Agreement.” In the event of a conflict between the parts of our agreement, your Order will prevail.
“Affiliate” means, with respect to you or us, an entity that, directly or indirectly, controls, is controlled by, or is under common control with that party, for so long as such control exists. “Control” means voting control—via legal, beneficial or equitable ownership; a voting agreement; or otherwise—of securities of the organization having more than 50% of the aggregate right to vote for the organization’s board of directors or comparable governing body.
"Commercial Application” has the meaning given in your Order, if any.
“End Date” means the Start Date plus the Order Length.
“Geocode” or “Geocoding Result” means the response to a query to the Geocoding API. Responses to bulk geocoding requests constitute multiple Geocodes. "Temporary Geocode" means a Geocode obtained from using the Geocoding API in mapbox.places mode ("Temporary Mode"). "Permanent Geocode" means a Geocode obtained from using the Geocoding API in mapbox.places-permanent mode.
“Licensed Map Content” means Map Assets, Geocodes, directions results that we provide to you through the Directions API or Optimized Trips API, and any other content expressly defined as Licensed Map Content in your Order. Licensed Map Content excludes Uploads or Third Party Data.
“Mapbox” means Mapbox, Inc.
"Mapping APIs" means the Maps API, Styles API, Static API, and Static (Classic) API.
“Map Assets” means map tiles, static map images, style files, glyphs, and sprites that provided to you through the Mapping APIs.
“Map View” means the following assets retrieved through the Mapping APIs (i) 4 raster map tiles from Studio styles; (ii) 4 vector map tiles; (iii) 15 raster map tiles from user-uploaded raster tilesets, Editor Classic projects, or Studio Classic styles; or (iv) one static map.
"Mobile Application” has the meaning given in your Order, if any.
“Monthly Active User” means a user that accessed maps within your mobile applications during a month.
“Order Length” has the meaning given in your Order, or, if none is given, one year.
“Public Application” has the meaning given in your Order, if any.
“Seat” means a distinct user (i.e., natural person) that can access an application or web service you provide. Multiple 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 and the cloud-based support and other services provided by us to you.
“Start Date” means the Start Date specified in your Order, or, if none is specified, the date on which you submit your Order.
“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 uploaded by users and made available through the Services that are neither Uploads nor data owned or licensed by us.
“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.
“Uploads” means data that you upload to our cloud storage platform using Studio, Studio Classic, the Dataset API or our Upload API.
“We” or "us" means the company or entity named on your Order.
“You” or "you" means the company or entity named as the purchaser on your Order.
Provision of Services. Beginning on the Start Date, the Services described in your Order will be provided to you in accordance with our Service Level Agreement (https://www.mapbox.com/sla/).
Usage. Each request to an API must include one of your unique API access tokens. Please guard the security of your account and monitor use of your API access tokens. You are responsible for all use of the Services under your account, whether or not authorized, including any use of your API access tokens.
License. Subject to the terms of this Agreement (including paying all fees, and complying with the restrictions in Section 4), we grant to you, during the Term, a non-exclusive, non-transferable (except in accordance with Section 14.2), license in the Territory to access and use the Licensed Map Content, solely:
if a Public Use License is specified in your Order: in your Public Applications specified in your Order;
if a Commercial Application License is specified in your Order: in the Commercial Applications specified in your Order, for the number of Seats stated in your Order (or for 1,000 Seats if no number is specified); and
if a Mobile Application License is specified in your Order: in the Mobile Applications specified in your Order, for the number of Monthly Active Users stated in your Order (or for 200,000 Monthly Active Users if no number is specified).
Compliance With Law; Other Prohibited Uses. You agree to comply with all applicable laws, regulations, and third party agreements in your use of the Services. You may not knowingly engage in the following use of the Services, and shall use commercially reasonable efforts to avoid any such use:
disseminating material that is abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious;
aiding or implementing practices violating basic human rights or civil liberties. For the avoidance of doubt, you may not use the 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 or gender identity, sexual orientation, religion, or national origin;
creating a false identity or otherwise attempting to mislead any person as to the identity or origin of any communication;
hosting, transmitting or providing us with Protected Heath Information (as defined by the Health Insurance Portability and Accountability Act);
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 or our customer's accounts, services, or computer networks; or
disseminating, storing, or transmitting viruses, Trojan horses, or any other malicious code or program.
Reverse Engineering; Derivative Works. You may not modify, create derivative works from, reverse engineer or attempt to derive any source code from the Services, except as we expressly permit in writing.
Print or Video Use. Unless expressly permitted in your Order, you may not use the Licensed Map Content in print or video media. Notwithstanding this prohibition, you may use the Licensed Map Content in print and video advertising, marketing and educational materials that promote your applications and that show the Licensed Map Content incidentally in the context of the applications.
Asset tracking. Unless expressly permitted in your Order, you may not use the Software or Map Content in an application to locate or display a Tracked Asset.
Denial of Service. You may not knowingly use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of the Services, and agree to use commercially reasonable efforts to avoid any such use. In the event that your use is damaging, disabling, overburdening, or impairing the Services or interfering with another party's use and enjoyment of the Services, we may suspend or limit your use for the duration of the harmful use. In the event of such suspension or limit, we will notify you promptly and we will work with you to resolve the issue expeditiously.
Reservation of Rights. Except as expressly permitted herein, you may not redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to or data derived from the Services. We reserve all rights in the Services not expressly granted to you.
Caching and Redistribution. You must access Map Assets only and directly through the Mapping APIs. You may cache Map Assets on end-user devices (e.g., laptops, smartphones, or tablets) for offline use, but each device must populate its cache using direct requests to the Mapping APIs and content from a cache may only be consumed by a single end user. 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. You may not scrape or download Map Assets in bulk for any purpose other than offline caching on a single end user’s device.
In General. You may not use results from the Geocoding API (a) to develop a general database of locations or addresses for any neighborhood, city, state, country, or other such geographic region, or to develop any other general purpose digital map database; (b) to develop or test another geocoding application 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. You acknowledge that the proprietary databases powering the Geocoding APIs contain confidential information and that they are the result of substantial investment and protected by database rights as meant in European Database Directive 96/9/EC. Without limiting the foregoing, we and our suppliers will have the right to enforce such rights as contractual rights arising under this agreement. Upon notice to you, we or our suppliers may audit your use of the Geocoding API to ensure it is in compliance with this Section 4.8. The terms of this Section 4.8 are intended for the direct benefit of our third party suppliers and may also be enforced directly by those suppliers.
Country Restrictions. You may not use data of Norway to create general purpose printed or digital maps, which are similar to the basic national products of the Norwegian Mapping Authority.
Temporary Geocodes. You may only use Temporary Geocodes in conjunction with a map that is composed of map tiles from the Maps API. You may not export or store Temporary Geocodes, nor may you permit any third party do so. You may not resell or re-syndicate results from the Temporary Geocoding API to other publishers or third parties (except to your end users or as an integrated part of your application). 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. You may only query the Geocoding API in Temporary Mode in response to human user queries and human app interactions; you may not perform bulk or automated Temporary Mode queries against the Geocoding API. You may not use point of interest results from the Temporary Geocoding API (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 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 (giving users content in response to searches or map interactions does not constitute geofencing).
Permanent Geocodes. Your order only includes Permanent Geocodes if they are expressly listed. You may store Permanent Geocodes. You may use Permanent Geocodes only for your own internal use. You may not resell, sublicense, or share Permanent Geocodes with any third party.
Directions, Matrix, Optimized Trips and Map Matching APIs. You may only use Directions, Matrix, Optimized Trips and Map Matching API results in conjunction with a map that is composed of map tiles from the Maps API. You may store Directions, Matrix, Optimized Trips and Map Matching API results for up to but no more than 30 days.
Mobile. You must use (https://www.mapbox.com/ios-sdk), version 3.2.0 or higher, or the (https://www.mapbox.com/android-docs/map-sdk/overview/), version 4.0.0 or higher, (“Mobile SDKs”) as your exclusive means of accessing the Services in mobile applications. The Mobile SDKs will periodically send location and usage data to us, which we may use and store consistent with applicable laws at the time we receive the data. 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 4.10 or agreed in writing between the Parties. We will provide a dashboard for you to view certain location and usage data, but you may not, and may not attempt to, identify specific individuals, vehicles, or entities with which the data is associated (e.g. by re-identifying data). For all mobile applications using the Services, you must:
prohibit use of the application by users younger than 13 years of age or disable information sharing for users younger than 13;
obtain end users' affirmative express consent before accessing their location (the automatic notifications in iOS and Android suffice);
allow users to opt out of location data sharing using one of the methods described in the Mobile SDK's developer documentation;
comply with any additional local requirements related to information access or sharing.
Tracing. You may use Studio or third-party software to trace maps that are composed of map tiles from the Maps API and produce derivative vector datasets (i) for non-commercial purposes and (ii) for OpenStreetMap. You may also use Studio's dataset editor to trace such maps for commercial purposes, but may only trace up to 100 points, lines, or polygons per month. Unless expressly permitted by your Order, you may not otherwise trace Map Assets or otherwise derive or extract data from Map Assets, including satellite imagery, nor may you permit tracing of Map Assets or other data extraction from Map Assets. If you trace Mapbox Streets or Mapbox Terrain, you must comply with the applicable upstream licenses set forth on www.mapbox.com/about/maps/.
Geocoding Use. 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 4.8.
End Users and Notification. You may not allow your end users or other third parties to use the Services in any way that would violate this Section 4 if done by you, and you agree to take commercially reasonable efforts to prevent such use. You agree to promptly notify us in writing if you become aware of any misappropriation or unauthorized use of the Services.
Chinese Mapping Data. You must include the attribution, copyright notices, survey map number and other required legends and notices specified by us on all maps that use map and geocoding data of China provided from the Mapbox.cn endpoint.
Fees. Fees for the Services and Licensed Map Content are set out in your Order. All fees are stated and solely payable in U.S. Dollars. We will invoice you starting on the date specified in the Order. Unless otherwise expressly stated in your Order, you agree to pay the fees in full, annually, in advance.
Payment. You must pay us within 30 days of receipt of an invoice, and you must pay via wire transfer, electronic ACH transfer, or check. All charges are non-refundable and not subject to setoff unless expressly stated otherwise, or otherwise provided by applicable law. You are solely responsible for any bank fees, interest charges, finance charges, over-draft charges, or other fees resulting from charges billed by us.
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 net income or profits.
Reporting. For any Order that includes a Commercial Use License, you must report to firstname.lastname@example.org, within 15 days of the end of each calendar quarter, the number of Seats in use in each of your Commercial Applications. For any Order that includes an asset tracking license, you must report to email@example.com, within 15 days of the end of each calendar quarter, the number of Tracked Assets in your applications. You agree to preserve at your principal place of business during the Term, and for at least 1 year following the expiration or termination of this Agreement, complete and accurate records to support your calculation of Seats used and Tracked Assets under this Agreement (“Records”). The Records shall be maintained in accordance with generally accepted accounting procedures and principles. During the Term and for 1 year afterward, we may audit the Records to verify the accuracy of your reports. We will bear the cost of conducting such an audit unless it reveals a total underpayment error of 5% or more.
You. As between you and us, you own all right, title and interest in and to Uploads.
Us. As between you and us, we own and reserve all right, title and interest in and to the Services.
Feedback. Notwithstanding anything else, we may freely exploit and make available any and all feedback, suggestions, ideas, enhancement requests, recommendations or other information you provide relating to the Services.
Confidential Information. “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; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
Use of Confidential Information. Each party may use Confidential Information 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 keep it confidential, 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 notice is given to the other party, if allowed by law, to enable such other party to contest the order.
Publicity. We're proud to have you as a customer. During the Term, you hereby grant us a worldwide, non-exclusive, royalty-free, non-transferable license to use your trademarks, service marks, and logos solely for the purpose of identifying you as our customer to promote and market our services. At any time, you may request that we cease any use of your marks that you consider objectionable, and we will cease such use as soon as reasonably practicable.
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’ll 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 it is based on an allegation that the Services infringe a copyright or misappropriates a trade secret of any third party.
We’ll 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) may be referred to collectively as “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 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 THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
Indemnification by You. Subject to Section 11.3, you agree to indemnify, defend and hold us 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, to the extent that it is based on (i) your use of the Services other than as authorized by this Agreement; (ii) content you submit or post to the 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. Notwithstanding the prior sentence, the Indemnified Party shall have the right to participate fully, at its own expense, in the defense of such Claim, and any compromise or settlement of such Claim shall require the prior written consent of both parties hereunder, such consent not to be unreasonably withheld or delayed. Neither party will be bound by any settlement or compromise that it has not consented to in writing. The indemnity obligations of the Indemnifying Party shall be contingent on the Indemnified Party’s compliance with this process.
Limitations of Liability
Limitation of Liability. EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 (“INDEMNIFICATION”) AND INFRINGEMENT OF OUR INTELLECTUAL PROPERTY BY YOU OR YOUR USERS, 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 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 YOUR USE OR THE INABILITY TO USE THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Damages. EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 (“INDEMNIFICATION”) AND INFRINGEMENT OF OUR INTELLECTUAL PROPERTY BY YOU OR YOUR USERS, 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 OR THE SERVICES OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE FEES PAID OR PAYABLE TO US IN THE TWELVE MONTHS PERIOD PRIOR TO THE DATE ON WHICH THE DAMAGE OCCURRED.
Term and Termination
Term. This Agreement begins on the Start Date and, unless earlier terminated pursuant to this Agreement, continues until the End Date (the "Term"). Unless specified otherwise in your Order, at the End Date, this Agreement will automatically renew for successive one year terms until terminated by a party. Either party may opt out of automatic renewal by providing notice to the other party at least 90 days prior to the conclusion of the then-applicable term.
Termination. Either party may terminate this Agreement if the other party fails to cure a material breach of the Agreement within 30 days of notice from the other party. If you terminate for breach, we will refund any fees for unused 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. Following the termination or expiration of this Agreement, (i) you agree to use commercially reasonable efforts to discontinue use of the Services and promptly destroy any Licensed Map Content or other material downloaded from the Services in your possession or control, and (ii) we will use commercially reasonable efforts to remove from our site and cease use of Uploads. You acknowledge that caching of or references to the content may not be immediately removed. You further acknowledge that you may not have access to data that you store on the site following termination of this Agreement, and you are responsible for backing up data that you use with the Services. Notwithstanding anything else in this paragraph, neither party shall be required to identify or delete content held in archive or back-up systems in accordance with its general systems archiving or backup policies.
Survival. Section 1 and Sections 6 through 14 of this Agreement, together with all other provisions that may be reasonably interpreted as surviving termination or expiration of the Agreement, will survive the termination or expiration of the Agreement.
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.
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, either party may assign this Agreement in its entirety, upon written notice to the other but without the requirement to obtain consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of that party’s business or assets to which this agreement relates. 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 us to object to such terms, provisions, or conditions.
Severability; Interpretation. The obligations in this Agreement are subject to applicable law. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
Governing Law; Venue. All claims arising out of or relating to this Agreement will be governed by California law, excluding California's conflict of laws rules, and will be litigated exclusively in the federal or state courts of San Francisco County, California, USA. The parties consent to personal jurisdiction in those courts.