Terms of Service
Read our Terms of Service to understand your rights and obligations when using our services.
1. KEY DEFINITIONS
1.1 Authorized Users. “Authorized Users” refers to employees, contractors, or other agents of the Licensee who (i) require access to the Services as part of their professional duties for the Licensee; and (ii) are bound by confidentiality and usage obligations no less stringent than those set forth in this Agreement.
1.2 Fee. “Fee” refers to the fee for subscription to the Services as set out in the Order approved by Licensee and the Provider. Any applicable Taxes will be in addition to the Fee. If the Provider has the legal obligation to pay or collect Taxes for which Licensee is responsible, the appropriate amount shall be invoiced to and paid by Licensee, unless Licensee provides the Provider with a valid tax exemption certificate authorized by the appropriate taxing authority.
1.3 Force Majeure. “Force Majeure” refers to circumstances beyond the reasonable control of either party, whether or not foreseeable, that prevent or delay the performance of obligations under this Agreement, including, without limitation, power outages, telecommunications or Internet failures, damage to or destruction of any network facilities, acts of God, natural disasters, war, terrorism, civil unrest, labor strikes, governmental actions, or changes in law or regulations. However, Force Majeure shall not apply to the payment of any fees, monetary amounts, or other financial obligations owed under this Agreement, which must be fulfilled irrespective of such circumstances.
1.4 Licensed Materials. “Licensed Materials” refers to the normalized and processed geospatial information system (GIS) and mapping data provided by the Provider through the Service for use by the Licensee. This includes any updates, modifications, or derivatives of such data made available during the term of this Agreement, unless explicitly excluded.
1.5 Permitted Use. The “Permitted Use” refers to the use of the Licensed Materials solely to support the Licensee’s legitimate internal business purposes, excluding any commercialization of the Licensed Materials. This includes disclosing, displaying, or incorporating portions of the Licensed Materials into reports, presentations, communications, or other outputs directly related to the Licensee's business activities, provided such use: (i) does not involve offering the Licensed Materials as part of a commercial service, product, or platform for independent use, access, or licensing by third parties; and (ii) does not make the Licensed Materials publicly accessible or distribute them to unauthorized third parties beyond what is reasonably necessary for the Licensee’s business activities.
1.6 Server. “Server” refers to the physical or virtual server infrastructure, operated by a third party designated by the Provider, on which the Licensed Materials are hosted, stored, and made accessible to the Licensee and Authorized Users.
1.7 Service. The “Service” refers to the mapping, visualization, and data access services provided by the Provider that enable Authorized Users to access and utilize the Licensed Materials through the Provider’s server infrastructure. The Service includes the provision of API keys or other access mechanisms required for Authorized Users to retrieve and interact with the Licensed Materials. For clarity, the Service does not include any third-party software, platforms, or services (such as Google Earth) that may be used by the Licensee or Authorized Users to visualize or interact with the Licensed Materials.
1.8 Subscription Term. “Subscription Term” refers to the subscription start and end dates listed on the Order.
1.9 Taxes. “Taxes” means any and all taxes, levies, duties, tariffs or similar governmental assessments, including but not limited to sales, use, value-added tax (VAT), goods and services tax (GST), excise, withholding, and other similar taxes, whether domestic or foreign, that are imposed by any governmental authority in connection with the purchase, use, licensing, or provision of the Services or Licensed Materials under this Agreement. Taxes do not include taxes based on the Provider’s net income, gross receipts, capital stock, or other taxes that are the sole responsibility of the Provider.
2. LICENSE
2.1 Limited License. Subject to the terms and conditions of this Agreement, Provider grants to Licensee, for the Subscription Term, a non-exclusive, non-transferable, and revocable right to access and use the Licensed Materials through the Service for the Permitted Use. The Licensee agrees to pay the applicable Fee in consideration of this license.
3. ACCESS TO LICENSED MATERIALS.
3.1 Access and Authorization[AE1] . Authorization for access to the Licensed Materials via the Service is contingent upon the Provider’s acceptance of the Licensee’s completed Order, payment of the applicable Fees, and compliance with the terms and conditions of this Agreement. Under this Agreement, the Licensee is granted the right to provide access to and use of the Licensed Services to its Authorized Users solely for the Licensee’s internal business operations and in accordance with the terms of this Agreement. The Licensee shall not exceed the number of Authorized Users specified in the Order or any applicable usage metrics as set forth in the Order. Upon request, the Licensee shall provide the Licensor with a report of Authorized Users and their usage of the Licensed Services.
3.2 Licensee Obligations relating to Authorized Users. The Licensee shall not provide access to the Licensed Services to any individual or entity other than Authorized Users. Any unauthorized access or use shall constitute a material breach of this Agreement. The Licensee further shall (i) ensure that only Authorized Users are assigned unique credentials for accessing the Services and shall not share credentials between users; (ii) safeguard all access credentials (e.g., API keys, usernames, passwords) provided by the Provider and ensure that they are not shared, disclosed, or otherwise made available to unauthorized individuals or third parties; (iii) implement and maintain reasonable security measures, including but not limited to administrative, technical, and physical safeguards, to prevent unauthorized access to or misuse of the Licensed Materials or the Service; (iv) communicate and enforce policies and restrictions to ensure compliance by Authorized Users with the terms of this Agreement.
3.3 Service Availability. Provider intends for the Service to be available 24-hours per day, 7 days per week. However, Provider will not be liable for damages or refunds should the Service become unavailable temporarily or access to the Service becomes slow or incomplete due to system back-up procedures, regular maintenance, internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause beyond the control of Provider which may from time to time make the Service inaccessible for Authorized Users. If the site cannot be accessed by the Licensee in conformance with the terms of this Agreement, the Licensee shall promptly notify Provider and Provider shall use reasonable efforts to restore access as soon as possible. In the event that Provider fails to repair access within 48 hours, Provider shall make adjustments to extend the then current Subscription Term to ensure Licensee receives the access Licensee has paid for under this Agreement upon Licensee’s request.
3.4 Third Party Licenses and Services. The Licensee and Authorized Users are solely responsible for obtaining and maintaining any and all third-party licenses, subscriptions, or permissions required to access and use the Licensed Materials in conjunction with third-party tools, platforms, or services. The Provider shall have no liability for any failures, service disruptions, damages, or other issues arising from third-party services, including but not limited to access problems, subscription issues, service interruptions, or changes to terms and conditions. Without limiting the foregoing, Licensee acknowledges and agrees that access to the service provided by the Provider requires the use of Google Earth[AE2] Pro, and that the Licensee must separately subscribe to and maintain a valid subscription to Google Earth. The Provider makes no representations, warranties, or guarantees regarding the availability, functionality, or reliability of Google Earth or any other third-party services or technologies. Furthermore, the Provider assumes no responsibility for the operation, maintenance, security, or availability of the Server and related infrastructure on which it resides. The Licensee acknowledges that the Server and any related infrastructure are operated and managed by a third party designated by the Provider, and any issues, failures, or interruptions related to the Server are outside the Provider's control and responsibility. The Provider’s obligations under this Agreement are limited solely to making the Licensed Materials available for access through the Server, subject to the terms herein.
3.5 Discontinuation of Licensed Materials. The Provider reserves the right to discontinue, modify, or alter any portion of the Licensed Materials at any time, for any reason, as long as the Services remain materially available to the Licensee. Such modifications or discontinuations may occur without prior notice to the Licensee or its Authorized Users. No penalties, compensation, or other remedies will be provided to the Licensee in the event of modification, alteration, or discontinuation of the Licensed Materials, provided that the overall availability of the Services are not materially diminished.
4. TERM AND TERMINATION
4.1 Term and Termination. This Agreement and the license granted herein shall remain in effect for the duration of the Subscription Term unless earlier terminated in accordance with this Agreement. This Agreement may be terminated during the Subscription Term: (i) by either party, if the other party materially breaches any of its obligations under this Agreement and fails to cure such breach (if capable of remedy) within thirty (30) days after receiving written notice of the breach; (ii) immediately, by written notice to Licensee, if Licensee initiates insolvency or bankruptcy proceedings, or any other act of bankruptcy or proceedings for the settlement of Licensee’s debts, or if such proceedings are instituted against Licensee and are not dismissed or otherwise resolved in Licensee’s favor within ninety (90) days thereafter, or Licensee making a general assignment for the benefit of creditors; or (iii) by either party, upon receipt of written notice of termination from the other party, with a termination date no sooner than thirty (30) days following receipt of such notice.
4.2 Effect of Termination. Upon expiration or termination of this Agreement, Licensee will immediately cease and cause all Authorized Users to cease all use of the Service. If the Provider terminates the Agreement pursuant to Section 4.1 (i) or (ii), no refund shall be owed to the Licensee, and any outstanding payments owed for the Subscription Term shall remain due and payable, in addition to any other rights and remedies available to the Provider. If Licensee terminates the Agreement pursuant to Section 4.1 (i), the Provider shall promptly refund to the Licensee a pro-rata portion of the Fees paid for the Subscription Period, corresponding to the remaining, unused portion of the Subscription Term.
5. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
5.1 Proprietary Rights of Provider. As between Licensee and the Provider, the Services and Licensed Materials and all technology, information, and materials used by the Provider to provide the Services, including but not limited to the computer software (in object code and source code form), tools, equipment, data and information, know-how, methodologies, and processes of the Provider, and all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively “Provider Materials”), shall remain the sole and exclusive property of the Provider. Except for the limited, non-transferable license to access and use the Licensed Materials as expressly set forth in this Agreement, no right, title, or interest in or to any of the Provider Materials or the intellectual property rights of the Provider is granted to the Licensee. The Licensee further agrees that neither the Licensee nor its Authorized Users will, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, methods, or processes used by the Provider in connection with the Service.
5.2 Feedback. Licensee and its Authorized Users may provide Provider with suggestions, comments, or other feedback about the Services, including without limitation, enhancements or new features or functionality relating thereto (“Feedback”). Feedback is provided voluntarily, and Provider may use Feedback for any purpose without obligation of any kind. To the extent Licensee (or its Authorized Users, employees, or contractors) provides Feedback, Licensee hereby grants Provider a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose, including to improve the Services and create other products and services. Provider may exercise these rights without compensation or attribution.
5.3 Confidentiality. The Licensee acknowledges that it may have access to certain Provider Materials that are not explicitly made available as part of the Licensed Materials and are the confidential information of Provider (hereinafter "Confidential Information"). Licensee agrees to maintain the confidentiality of such Confidential Information during the Subscription Term and after the termination or expiration of this Agreement.
6. LIMITATION OF LIABILITY
6.1 No Warranty. The Service and Licensed Materials are provided "as is" and "as available," without any warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-misappropriation or non-infringement. Without limiting the generality of the foregoing, the Provider specifically makes no representations or warranties that the Services or Licensed MATERIALS will be uninterrupted, error-free, or free of viruses, malware, or other harmful components, or that they are free from errors, inaccuracies, omissions, defects, or other issues. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE OR INABILITY TO USE THE SERVICES OR LICENSED MATERIALS, EVEN IF THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHERMORE, THE PROVIDER SHALL HAVE NO LIABILITY FOR ANY CLAIMS, DAMAGES, OR DISPUTES ARISING FROM THE LICENSEE’S USE OR DISTRIBUTION OF THE LICENSED MATERIALS, INCLUDING ANY THIRD-PARTY RELIANCE ON MATERIALS, REPORTS, OR OTHER OUTPUTS CREATED BY THE LICENSEE OR AUTHORIZED USERS THAT INCORPORATE THE LICENSED MATERIALS (HEREINAFTER “LICENSEE WORKS”). THE LICENSEE ASSUMES FULL RESPONSIBILITY FOR VERIFYING THE ACCURACY AND APPROPRIATENESS OF THE LICENSED MATERIALS AND THE LICENSEE WORKS AND AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE PROVIDER FROM ANY THIRD-PARTY CLAIMS ARISING FROM USE OR DISTRIBUTION OF THE LICENSED MATERIALS OR LICENSEE WORKS.
6.2 Limitation of Liability Neither party shall have liability for lost revenues or profits, downtime costs, loss or DAMAGE to data, loss of business, loss of goodwill, or reputational harm, or for any indirect, consequential, exemplary, special, incidental, or punitive damages, WHETHER FORESEEABLE OR NOT AND even if such party has been advised of the possibility of such damages. This provision does not limit either party’s liability for death or bodily injury caused by their negligence; acts of fraud; nor any liability which may not be excluded or limited by applicable law.
6.3 Maximum Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL PROVIDER'S AGGREGATE LIABILITY TO LICENSEE EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO THE PROVIDER BY LICENSEE FOR THE SERVICES WITHIN THE PRECEDING TWELVE (12) MONTH PERIOD FROM THE DATE OF THE INITIAL EVENT RESULTING IN LIABILITY.
7. GENERAL
7.1 Global Trade Compliance. Services are for the Licensee’s internal use and not for further commercialization. If Licensee or any Authorized User exports, imports or otherwise transfers any information or technology provided under this Agreement, Licensee will be responsible for complying with applicable laws and regulations and for obtaining any required export or import authorizations. The Prover may suspend its performance under this Agreement to the extent required by laws applicable to either party.
7.2 Entire Agreement. This Agreement (together with the Orders and invoices issued in connection herewith) sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and merges and supersedes all prior understandings, agreements, representations and warranties (whether written, verbal or implied). The parties agree that the terms and conditions of this Agreement prevail over any conflicting or additional terms or conditions contained within any of the parties’ documents effecting the purchase or sale of the Services and Licensed Materials and expressly exclude any of the Licensee’s general terms and conditions contained in any purchase order or other document issued by Licensee. The terms on any purchase order or similar document submitted by Licensee to the Provider will have no effect and are hereby rejected.
7.3 No Modification or Waiver. No modification, extension, or waiver of or under this Agreement shall be valid unless made in writing and signed by both the Provider and the Licensee. Either party’s waiver, or failure to require performance by the other, of any provision of this Agreement, will not affect its full right to require such performance at any subsequent time, or be taken or held to be a waiver of the provision itself.
7.4 Force Majeure. Neither party will be liable for performance delays nor for non-performance due to an event of Force Majeure, except for payment obligations. The obligations and rights of a party excused from performance due to a Force Majeure Event will be extended on a day-to-day basis for the period equal to that of the underlying cause of the delay.
7.5 Notices. All notices provided hereunder must be given in writing, refer to this Agreement and be personally delivered or delivered or sent by overnight courier, or registered or certified mail (return receipt requested) to the address designated by each party in the applicable Order, or if no address for notices is provided in an Order to the signature block below, along with a copy by e-mail if an e-mail address is designated by a party. Each such notice shall be deemed given, delivered and received at the time delivered by hand, if personally delivered; three (3) business days after being deposited in the mail, if mailed; and the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next business day delivery. The parties agree that notices provided via electronic means and confirmed by the other party as received shall satisfy any requirement for written notice hereunder, and shall be deemed given, delivered and received when receipt acknowledged. Either party may from time to time change its address by giving the other party notice of such change.
7.6 Assignment. The license granted by this Agreement is unique and personal to Licensee. Accordingly, Licensee shall not assign or transfer this Agreement or any of its rights hereunder, or delegate its duties hereunder, without the prior written consent of the Provider.
7.7 Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Idaho, without regard to principles of conflict of laws that would cause the laws of any other jurisdiction to apply. The parties irrevocably (i) agree that any suit or other legal proceeding arising out of or relating to this Agreement may be brought only in a court of the State of Idaho or the United States District Court located in Ada County, Idaho, (ii) consent, for themselves and in respect of their property, to the jurisdiction of each such court in any such suit or proceeding, and (iii) waive any objection which they may have to the laying of venue of any such suit or proceeding in any of such courts and any claim that any such suit or proceeding has been brought in an inconvenient forum.
7.8 Attorneys Fees. If any dispute arises between the parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive such prevailing party’s reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief to which such prevailing party may be entitled.
7.9 Severability. In case any one or more of the provisions of this Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
7.10 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, all of which shall be considered the same document. The delivery of a signed electronic copy of this Agreement shall have the same binding effect as delivery of an original signed copy. Each party agrees that electronic signatures to this Agreement have the same force and effect as manual signatures.