Mapbox Atlas Server Terms of Service
Welcome to Mapbox Atlas Server! Atlas Server brings the best of Mapbox to your in-house network, allowing you to design and share secure, custom maps on your infrastructure and offline.
By submitting your Mapbox Atlas Server 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 Mapbox, 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.
“Atlas Server APIs” means the application program interfaces provided by the Software, including:
the “Geocoding API”, which means the application program interface that accepts (i) address or place-name search queries and returns latitude/longitude locations; and (ii) latitude/longitude locations and returns location information, as described at https://www.mapbox.com/api-documentation/#geocoding;
the “Map Tiles API”, which means the Mapbox application program interface that returns map tiles requested by the API user, as described at https://www.mapbox.com/api-documentation/#maps; and
the “Static Maps API”, which means the Mapbox application program interface that returns map images requested by the API user, as described at https://www.mapbox.com/api-documentation/#static.
“End Date” means the Start Date plus the Order Length.
“Licensed Application” has the meaning given in your Order.
“Map Content” means any data that we may make available to you for use with Mapbox Atlas Server. Map Content includes any Updates that we provide you or that you can access under this Agreement.
“Mapbox” means Mapbox, Inc.
“Order Length” has the meaning given in your Order, or, if none is given, one year.
“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.
“Software” means the source code or object code version of the Atlas Server application, including any updates.
“Start Date” means the Start Date specified in your Order, or, if none is specified, the date on which you submit your Order.
“You” means the company or entity named as the purchaser on your Order.
“Your Data” means data that you store on or use with Atlas Server.
License. Subject to your compliance with the terms of this Agreement (including paying all fees, and complying with the restrictions in Section 3), we grant you, during the Term, a non-exclusive, non-transferable (except in accordance with Section 14.2), license to use the Software and Map Content, solely in your Licensed Application for the number of Seats stated in your Order (or 25 Seats if no number is stated).
License Restrictions. We want you to get the most out of Atlas, but we do have a few important restrictions.
Compliance with Law; Other Prohibited Uses. You may not use the Software or Map Content for any unlawful purpose. You may not knowingly engage in the following use of the Software or Map Content, 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;
creating a false identity or otherwise attempting to mislead any person as to the identity or origin of any communication;
interfering, disrupting, or attempting to gain unauthorized access to any Mapbox accounts, services, or computer networks; or
disseminating, storing, or transmitting viruses, Trojan horses, or any other malicious code or program.
Distribution; Reverse Engineering. You may not, nor may you permit nor authorize any third party to: (i) access, disclose, or permit any third party to access the Map Content other than through the Atlas APIs; (ii) sublicense, sell, rent, lease, transfer, assign, disclose, or distribute the Software to third parties; (iii) host the Software for the benefit of third parties other than as expressly authorized by this Agreement; (iv) host the Map Content in a way that is accessible to the public; (vi) try to avoid or change license registration processes we implement; (vii) modify or create derivative works of the Software; (ix) disassemble, decompile, or otherwise reverse engineer the Software or attempt to derive any of its source code, in whole or in part; (x) modify, obscure, or delete any proprietary rights notices included in or with the Software.
Print, Video, or Mobile Use. Unless expressly permitted in your Order, you may not use the Map Content in print or video media or mobile applications (i.e., applications for iOS, Android, or similar platforms).
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 Software or Map Content. We reserve all rights in the Software and Map Content not expressly granted to you.
Notification. You agree to promptly notify Mapbox in writing if you become aware of any misappropriation or unauthorized use of the Software or Map Content.
Caching and Redistribution. Map tiles must be accessed by you or your end-user customers directly through the Map Tiles API. Your services and applications may permit end-users to cache map tiles on their devices (e.g., laptop or desktop computers) for offline use. However, each device must populate its cache using direct requests to the Map Tiles API and content from a cache may only be consumed by a single end user. You may not redistribute map tiles, nor may you permit your end users to redistribute map tiles, including from a cache, by proxying, or by using a screenshot or other static image instead of accessing map tiles through the Map Tiles API. You may not scrape or download map tiles in bulk, nor may you permit your end users to scrape or download map tiles in bulk, for any purpose other than offline caching on a single end user’s device.
Feature Extraction. Unless expressly permitted by your Order, you may not trace map tiles or otherwise derive or extract data from map tiles, including satellite imagery, nor may you permit tracing of map tiles or other data extraction from map tiles.
Open Source Components. Where components of the Software or Map Content (such as libraries, map styles or fonts) are licensed under terms different from those in Section 2, it is so indicated by a file in the software or content directory named LICENSE.txt or LICENSE.md.
Fees. Fees are set out in your Order. All fees are stated and 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 Mapbox 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 Mapbox.
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.
You. As between you and Mapbox, you own all right, title and interest to Your Data.
Mapbox. As between you and Mapbox, Mapbox owns and reserves all right, title and interest in and to the Software and Map Content.
Confidential Information. “Confidential Information” means any information relating to the actual or anticipated business or products (including the Software and Map Content), research or development, technical data, trade secrets or know-how of either party or its Affiliates. Confidential Information does not include information that (i) is publicly available at the time of disclosure or becomes publicly available through no fault of the disclosing party, (ii) is rightfully acquired without restriction from a third party who is not in breach of a confidentiality agreement, (iii) is independently developed without use of the disclosing party’s confidential information, or (iv) was already known without restriction at the time of disclosure.
Use of Confidential Information. Neither party will use the other’s Confidential Information, except as permitted under this Agreement. Each party and its employees and agents shall maintain the confidentiality of the other party’s Confidential Information, and shall not assign, license, publish, display, distribute, disclose or otherwise make available this information to any third party, except as permitted by this Agreement. 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 of this Agreement, 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 a Mapbox customer to promote and market Mapbox services. At any time, you may request that Mapbox cease any use of your marks that you consider objectionable, and Mapbox 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 Mapbox
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 it is based on an allegation that the the Software or Map Content infringe a copyright or misappropriates a trade secret of any 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 Software or Map Content other than as authorized by these terms; (ii) your failure to use updated or modified Software or Map Content that we make available to you that would have helped avoid or mitigate the Claim; (iii) your continued use of the Software or Map Content after receiving written notice from us to stop doing so in Order to avoid further infringement or misappropriation; or (iv) the combination, operation or use of the Software or Map Content with equipment, devices, software, systems, or data that we did not supply (subparts (i)-(iv) may be referred to collectively as “Indemnity Exclusions”).
If your use of the Software or Map Content 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 Software or Map Content; (ii) replace or modify the Software or Map Content so that they are non-infringing and substantially equivalent in function to the original Software or Map Content; 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 Software and Map Content) and refund the fees that you paid us for the then-current billing cycle.
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 we 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 Claim to the extent that it is based on (i) your use of the Software or Map Content other than as authorized by this Agreement; (ii) Your Data; or (iii) an Indemnity Exclusion, and you shall pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such claim.
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”) written 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 BREACH OF CONFIDENTIALITY, BREACH OF EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET OUT UNDER SECTION 11 (“INDEMNIFICATION”) OR INFRINGEMENT OF MAPBOX 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 THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE SOFTWARE OR MAP CONTENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Damages. EXCEPT FOR BREACH OF CONFIDENTIALITY, BREACH OF EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET OUT UNDER SECTION 11 (“INDEMNIFICATION”) OR INFRINGEMENT OF MAPBOX 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 THESE TERMS OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE FEES PAID OR PAYABLE TO MAPBOX IN THE TWELVE MONTHS PERIOD PRIOR TO THE DATE ON WHICH THE DAMAGE OCCURRED.
Term and Termination
Term. This Agreement begins on the day you submit your Order and, unless earlier terminated pursuant to this Agreement, continues until the End Date. 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 written 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 written notice from the other party. If you terminate for breach, Mapbox will refund any unused fees that you have paid for in advance. Termination will not alter your obligations to pay all fees and charges due to Mapbox as of and through the date of termination.
Termination of Use. Following the termination or expiration of this Agreement, you agree to discontinue use of the Software or Map Content and promptly destroy any Software or Map Content (including all results from Atlas APIs) in your possession or control, or in the possession or control of your customers or users, if applicable. You acknowledge that you may not have access to data that you store on Atlas Server following termination of this Agreement, and you are responsible for backing up data that you use with the Software.
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. All notices must be in writing to firstname.lastname@example.org.
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.
Severability; Interpretation. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
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.