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, the Maps API, and the Static (Classic) API.
“End Date” means the Start Date plus the Order Length.
“Licensed Application” has the meaning given in your Order.
“Map Assets” means map tiles and static map images.
“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” "we", or "us" means Mapbox, Inc.
"Mapping APIs" means the Maps API, Styles API, Static API, and Static (Classic) API.
“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.
“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 store on or use with Atlas Server.
“You” means the company or entity named as the purchaser on your Order.
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).
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 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: (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). 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.
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.
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. 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.
Feature Extraction. Unless expressly permitted by your Order, you may not 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.
End Users and Notification. You may not allow your end users or other third parties to use the Software or Map Content in any way that would violate this Section 3 if done by you, and you agree to take commercially reasonable efforts to prevent such use. You agree to promptly notify Mapbox in writing if you become aware of any misappropriation or unauthorized use of the Software or Map Content.
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.
Reporting. You agree to 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 Licensed 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 Mapbox, you own all right, title and interest to Uploads.
Mapbox. As between you and Mapbox, Mapbox owns and reserves all right, title and interest in and to the Software and Map Content.
Feedback. Notwithstanding anything else, Mapbox may freely exploit and make available any and all feedback, suggestions, ideas, enhancement requests, recommendations or other information you provide relating to the Software or Map Content.
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. Mapbox Confidential Information includes the Software and Map Content. 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 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 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) Uploads; 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”) 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 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 THE PARTIES' INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 (“INDEMNIFICATION”) AND 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 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, 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. 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 Mapbox, 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.
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.