Last Modified on: April 19, 2023
1. Acceptance and Agreement.
These terms and conditions (these "Terms of Sale") are the only terms that govern the purchase and sale of all services offered by MAPCOP, LLC (referred to as "MAPCOP"), including all software-as-a-service offerings (together, "Services"), through www.mapcop.com (the "Website"). These Terms of Sale are subject to change without prior written notice at any time, in our sole discretion. Any changes to these Terms of Sale will be in effect as of the "Last Modified on" referenced on the Website. You, the customer (referred to as "you", "your" or "Customer") should review these Terms of Sale prior to purchasing any Services that are available through this Website. Your continued use of this Website after the "Last Modified on" will constitute your acceptance of and agreement to such changes.
The [Quote and confirmation of sale/invoice] (the "Sales Confirmation") and these Terms of Sale (collectively, this "Agreement") comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms of Sale prevail over any of Customer's general terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer's order does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms of Sale.
2. Access and Use.
- Provision of Access. Subject to and conditioned on your payment of all fees and compliance with all other terms and conditions set forth in these Terms of Sale, MAPCOP hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term (defined in Section 8), solely for use by Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and for whom access to the Services has been purchased hereunder ("Authorized Users") in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. MAPCOP shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.
- Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
- Reservation of Rights. MAPCOP reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Services and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing ("MAPCOP IP").
- Suspension. Notwithstanding anything to the contrary in this Agreement, MAPCOP may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if MAPCOP reasonably determines that (A) there is a threat or attack on any of the MAPCOP IP; (B) Customer's or any Authorized User's use of the MAPCOP IP disrupts or poses a security risk to the MAPCOP IP or to any other customer or vendor of MAPCOP; (C) Customer, or any Authorized User, is using the MAPCOP IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) MAPCOP's provision of the Services to Customer or any Authorized User is prohibited by applicable law (any such suspension, a "Service Suspension"). MAPCOP shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. MAPCOP shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. MAPCOP will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
3. Customer Responsibilities.
Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
4. Fees and Payment.
Customer shall pay MAPCOP the fees ("Fees") as set forth in the Sales Confirmation without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting MAPCOP's other rights and remedies: (i) MAPCOP may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse MAPCOP for all costs incurred by MAPCOP in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten days or more, MAPCOP may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on MAPCOP's income.
5. Intellectual Property Ownership.
- MAPCOP IP. Customer acknowledges that, as between Customer and MAPCOP, MAPCOP owns all right, title, and interest, including all intellectual property rights, in and to the MAPCOP IP.
- Customer Data. MAPCOP acknowledges that, as between MAPCOP and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to MAPCOP a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for MAPCOP to provide the Services to Customer.
6. Limited Warranty and Warranty Disclaimer.
THE MAPCOP IP IS PROVIDED "AS IS" AND MAPCOP HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MAPCOP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MAPCOP MAKES NO WARRANTY OF ANY KIND THAT THE MAPCOP IP, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
7. Limitations of Liability.
IN NO EVENT WILL MAPCOP BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER MAPCOP WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL MAPCOP'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO MAPCOP UNDER THIS AGREEMENT IN THE ONE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. Term and Termination.
- Term. The initial term of this Agreement begins on the effective date set forth in the Sales Confirmation and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect on a monthly or annual basis, as set forth in the Sales Confirmation (the "Initial Term"). This Agreement will automatically renew for additional successive monthly or yearly terms, depending on whether the Initial Term, unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non-renewal as set forth below (together with the Initial Term, the "Term").
Termination. In addition to any other express termination
right set forth in this Agreement:
- MAPCOP may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after MAPCOP's delivery of written notice thereof; or (B) breaches any of its obligations under these Terms of Sale.
- If the Agreement is on a monthly contract basis,
- MAPCOP may terminate this Agreement for any reason within the first thirty (30) days of service without prior notice, in which case the first month's payment will not be refunded, in which case the Services will be available until the monthly renewal date and then will not auto-renew, and
- Customer may terminate this Agreement by sending a written cancellation request to firstname.lastname@example.org, at least 30 days prior to the termination date, in which case any payment made or owing will not be refunded, and the Agreement will be terminated effective at the end of the monthly renewal date. If the 30 days falls within the middle of the month the entire month contract fee is due and services will continue for the entire month.
- If the Agreement is on an annual contract basis, Customer may cancel this Agreement by sending a written cancellation request to email@example.com prior to 30 days of the annual renewal date. No refund of that annual Term being in which the cancellation notice is sent will be owing or paid. Services will be available until the annual renewal date and then will not auto-renew. If Customer fails to send the written cancellation notice within 30 days of the annual renewal date, this Agreement will be renewed automatically for another one-year period.
- Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured ten (10) days after the non-breaching Party provides the breaching Party with written notice of such breach.
- Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
- Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile[ or email] (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
- Amendment and Modification. These Terms of Sale may only be amended or modified in a writing stating specifically that it amends these Terms of Sale and is signed by an authorized representative of each party.
- Survival. Provisions of these Terms of Sale which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.
- Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of MAPCOP[, which consent shall not be unreasonably withheld, conditioned, or delayed]. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.