Permanent Geocoding API: Public Use Addendum
Because you are storing geocoding results for use outside your organization, we need you to agree to the additional terms set forth in this Public Use Addendum (the “Addendum”).
Protective Measures. You must use all commercially reasonable protective measures to prevent third parties from accessing geocoding results in manner that enables them to recreate 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. You agree to use adequate organizational, technological and security measures, including but not limited to any measures that we use and/or reasonably recommend, to prevent piracy and any unauthorized use of or access to geocoding results. At our expense, you agree to assist us with protecting our intellectual property and the intellectual property of our third party suppliers. We may commence or prosecute any claims or suits in our own name or join you as a party thereto at our expense. You may not institute any suit or take any actions on account of any infringements of Mapbox intellectual property or the intellectual property of our third party suppliers without first obtaining our written consent.
End User License. Before delivering or providing access to your licensed application to an end user, you must require the end user to accept the terms of a legally binding end user license agreement consistent with this Addendum and containing provisions at least as restrictive as those in Sections 4.4.1, 4.9(4), 10.2, 12 and Exhibit B Sections 3.1 and 3.3 of the ETOS.
Government Users. In the case that an end user is a government entity, you must additionally include the following (or a similar term that is at least as restrictive) in the end user license agreement:
a. U.S. GOVERNMENT RIGHTS. If you are an agency, department, or other entity of the United States Government, or funded in whole or in part by the United States Government, then use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and accompanying documentation, is restricted in accordance with the LIMITED or RESTRICTED rights as described in any applicable DFARS or FAR. In case of conflict between any of the FAR and/or DFARS that may apply, the construction that provides greater limitations on the Government’s rights shall control.
For purpose of any public disclosure provision under any federal, state or local law, it is agreed that geocoding results are a trade secret and a proprietary commercial product and not subject to disclosure. If you are an agency, department, or other entity of any State government, the United States Government or any other public entity or funded in whole or in part by the United States Government, then you hereby agrees to protect the geocoding results from public disclosure and to consider the geocoding results exempt from any statute, law, regulation, or code, including any Sunshine Act, Public Records Act, Freedom of Information Act, or equivalent, which permits public access and/or reproduction or use of geocoding results. In the event that such exemption is challenged under any such laws, this agreement shall be considered breached and any and all right to retain any copies or to use of the geocoding results shall be terminated and considered immediately null and void. Any copies of the geocoding results held by you shall immediately be destroyed. If any court of competent jurisdiction considers this clause void and unenforceable, in whole or in part, for any reason, this agreement shall be considered terminated and null and void, in its entirety, and any and all copies of the geocoding results shall immediately be destroyed.
Edits. At the end of each quarter, you agree to provide any edits you have acquired in the course of correcting geocoding results and hereby grant Mapbox and its third party data suppliers, subject to third party rights and restrictions, a perpetual, irrevocable, royalty-free license to use such edits. You agree to supply the edits to Mapbox in the same format that you create them or receive them from your users or other data suppliers.
Injunctions. Violation of any of the terms of this Addendum or Sections 4.4.1, 4.9(4), or Exhibit B Sections 3.1 and 3.3 of the ETOS will entitle Mapbox, without prejudice to any other remedy, to seek an immediate injunction or similar prohibition order in any court or legal authority of competent jurisdiction (notwithstanding the provisions of Section 15.10 or 15.11) and to recover from you all costs, including legal fees associated with obtaining such order. You also hereby recognize and agree that a violation of this Addendum or Sections 4.4.1, 4.9(4), or Exhibit B Sections 3.1 and 3.3 of the ETOS may present an immediate risk of irreparable harm to Mapbox and that Mapbox may therefore apply for any injunction on such emergency, preliminary, accelerated or interlocutory basis as may be available in the relevant court, tribunal or other legal authority of competent jurisdiction (likewise notwithstanding the provisions of Section 15.10 or 15.11).
Insurance. You agree to maintain, at your own cost and expense, comprehensive commercial general liability insurance with coverage of at least $1 million.
Maintenance of Records. You agree to preserve at your principal place of business during the Term (including any automatic renewals) and for at least 3 years thereafter, complete and accurate records and accounts covering all transactions relating to this Addendum. The records and accounts must be maintained in accordance with generally accepted accounting procedures and principles and be available for Mapbox's inspection. Upon written request, you agree to make copies of the records available to us.
Inspection. We may, upon giving you at least 30 days' prior written notice, have an independent third party (“Inspector”), appointed by us, examine the records and accounts described under "Maintenance of Records" above, and your compliance with the terms and conditions of this Addendum (“Inspection”) during the Term and for three 3 years thereafter, during normal business hours. You agree to make available, in the required form and manner, all information and documentation that the Inspector considers necessary for the proper performance of the Inspection, give all assistance necessary to the Inspector to carry out the Inspection, and permit the Inspector to take copies of any records to the extent necessary to comply with applicable professional standards (e.g., to keep a record of work performed for archival purposes). Mapbox shall bear the fees and expenses incurred in connection with Inspections, unless such inspection reveals a material breach of the License terms.
Amendment. We may amend these terms on 3 month prior written notice to you solely if the change is required by our third party suppliers. In the event of any such amendment, you may terminate this Agreement and we will refund any prepaid but unused fees.
Third Party Beneficiaries. TomTom North America, Inc. is a direct and intended beneficiary of this Agreement.
Confidential Information; Database Rights. 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.