Last modified on: April 2, 2018
To Understand This Agreement
Please read this Subscriber Agreement carefully. If you have any questions about our terms, feel free to contact us at email@example.com.
By clicking “I Agree,” attaching this Subscriber Agreement to a purchase order or similar order or membership request form, or using the Service as a paid subscriber, Customer agrees to the terms of this Subscriber Agreement.
If an individual is entering into this Subscriber Agreement on behalf of an Organization such Organization shall be deemed the Customer hereunder and such individual hereby represents and warrants that he has the power and authority required to bind such Organization to this Subscriber Agreement.
The Service and Associated Software.
Customers are permitted to either create and configure communities, invite users to join, accept user requests to join and enjoy features as add-ons, or are permitted to request to join communities and enjoy features as add-ons.
Map Your City may update or modify the Service from time to time. If, in Map Your City’s reasonable judgment, any such modification to the Service materially reduces the Service’s functionality, Map Your City will inform Customer via the email address associated with Customer’s account no less than twenty (20) days prior to such change.
We provide downloadable Mobile Software and online web based applications (collectively the “Software”) to Clients for use in connection with the Service. This Software is updated automatically and, if such Software is designed for use on a mobile device, then a compatible mobile device is required for use.
The license being granted to Customer hereunder does not constitute a sale of the Software or any copy thereof, and as between Map Your City and Customer, Map Your City retains all right, title, and interest in the Software.
Map Your City will use technical and organizational security measures to protect the integrity of Customer Data and to guard against the unauthorized or unlawful access to, use of or processing of such Customer Data. For purposes of this Subscriber Agreement, “Customer Data” shall mean the structured data and any files or attachments submitted to the Service by Customer and its Members and Owners, as well as the account and contact information submitted to the Service by Customer and its Members & Owners. Customer Data includes any information relating to an identified or identifiable natural person (“Personal Data”) that Map Your City processes on behalf of Customer as a Data Processor in the course of providing Services.
Map Your City will take steps to protect the Service and Software from any viruses, backdoors, Trojans, or other computer code that is designed to disrupt, disable or harm the operation of the Service or Software. If Customer has engaged a third-party purchasing agent to purchase seats on its behalf, such purchasing agent is not the Customer, and Customer agrees that Customer is still solely responsible for compliance with this Subscriber Agreement.
- Administration of Customer’s Account. Customer may specify one or more administrators (each an “Owner”) to manage its account. Owners have the full access to all editable parts of the account, can create new account users, edit billing information, close the account and monitor, use, export and disclose all content posted by Owners and Members in accordance with applicable local laws. Customer is responsible for: (i) the selection of its Owner(s); (ii) maintaining the confidentiality of passwords and Owner accounts; (iii) managing access to Owner accounts; and (iv) ensuring that each Owner’s use of the Service complies with this Subscriber Agreement. Map Your City shall not be held liable for any actions on the part of Customer’s Owner(s).
- Owner or Member Conduct; Compliance. Customer is responsible for use of the Service by its Owners or Members and for their compliance with Map Your City’s Terms of Service. Customer is also responsible for providing any notice and obtaining any consents and authorizations necessary: (i) to allow the administrator Owners to access, monitor, use, and disclose the content posted by the Members on the Service; and (ii) to allow Map Your City to provide the administrator Owners with access to such Owner and Member content. The Service is not authorized for use by persons under the age of 16 and Customer will ensure that it does not allow any person under 16 to use the Service. Customer will promptly notify Map Your City if it becomes aware of any unauthorized access to Customer’s account or the Service.
- Restrictions. Customer will not: (i) rent, sell, resell or lease the Service to any third party; (ii) use the Service for any purpose where either the use or the failure of the Service might lead to personal injury, death or physical damage; or (ii) disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.
- Suspension. Map Your City may request that Customer suspend the account of any Owner or Member who: (i) violates the User Terms of Service; or (ii) is using the Service in a manner that Map Your City reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for Map Your City. If Customer fails to promptly suspend or terminate such Owner’s or Member’s account, Map Your City reserves the right to do so.
Intellectual Property Rights.
- License to Use Customer Content. Customer hereby grants to Map Your City a worldwide, non-exclusive, irrevocable, transferable, perpetual, royalty-free license (with the right to sublicense) to access, use, copy, reproduce, process, adapt, modify, publish, transmit, edit, translate, make derivatives, display and distribute the Customer Data for the purpose of (i) providing the Service to you and other users in accordance with your settings on the Service and associated customer support to Customer; (ii) displaying the Customer Data to Map Your City users and other individuals; and (iii) analyzing and improving the Service.
- Reservation of Rights. Except as expressly set forth herein, this Subscriber Agreement does not (i) grant Map Your City any rights or interest in or to any Customer Intellectual Property; or (ii) grant Customer any rights or interest in or to the Service or any Map Your City Intellectual Property. For purposes hereof, the term “Intellectual Property” shall mean any current or future worldwide rights under any patent, copyright, trademark, or trade secret; any moral rights or any similar rights.
- Use of Customer Suggestions. Map Your City may incorporate into the Service any suggestions or feedback received from Customer without any obligation to Customer and any such modifications to the Service shall be the sole and exclusive property of Map Your City. Map Your City may also share and publish aggregate, anonymized data about the use of our Service by our customers.
- Map Your City Customer List. Map Your City may include Customer’s name in a list of Map Your City’s Customers online and in print and electronic marketing materials.
Customer’s Use of Third Party Services.
Map Your City does not warrant or support any third party service (e.g., a service that utilizes the Map Your City API in connection with Customer’s use of the Service) and will not be responsible for any act or omission on the part of such third party or its service.
Data Processing Specifics
- Data Processor: To the extent that it acts as a Data Processor in performing its obligations under this Agreement, Map Your City will process any Personal Data contained in the Customer Data in accordance with Customer’s reasonable and lawful instructions, and will employ appropriate technical and organizational measures to protect such Personal Data.
- “Data Processor” is defined as a natural or legal person, public authority, agency, or any other body which processes Personal Data on behalf of the controller (the entity that determines the purpose and means of the processing of Personal Data – in this Agreement this entity is the Customer).
- Transfer of Personal Data: By using Map Your City, Customer consents to Map Your City’s transfer of Personal Data to its affiliates located outside the EU (e.g. in the U.S. or Canada). Map Your City employs the European Commission’s Standard Contractual Clauses (“Model Clauses”) to legitimize such transfer.
- External Networks: Customer acknowledges that its use of Map Your City requires the transmission of electronic data over the internet and various other networks that are not owned, operated by Map Your City, or otherwise under its control (“External Networks”), and therefore that Map Your City cannot guarantee or ensure such transmissions will be secure from unauthorized access by third parties. Except as explicitly set out in this Agreement, Map Your City shall not be not responsible or liable for any delay, loss, alteration, or interception of Customer Data in the course of its transmission through and between External Networks.
Fees and Payment.
- By subscribing to the Service and providing payment account information, Customer agrees to these payment terms and conditions.
- If Customer subscribes to the Service under any promotional subscription fee, some additional restrictions may apply. These restrictions, if any, will be provided to Customer before Customer signs up for the Service that is subject to the promotion. Free or discounted introductory offers are only available to new users of the Service, except where expressly stated.
- Fees are non-refundable except as required by law or as explicitly set forth herein. Customer will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, Customer authorizes Map Your City to charge such fees using Customer’s selected payment method.
- By default, customer accounts are set to auto-renew and require recurring payments. Fees will be charged on an annual or monthly basis based on Customer’s subscription. Map Your City may automatically charge Customer for such renewal on or after the renewal date associated with Customer’s account unless Customer has terminated the Service or Map Your City terminates the Service.
- Customer must cancel the Service prior to its renewal date in order to avoid billing of the next period’s fee. If Customer chooses to cancel the Service, Customer may use the Service until the end of the current period but will not be issued a refund for the most recently (or any previously) charged fees. Customer can cancel Service anytime online by going into the Customer’s account settings prior to its renewal date if Customer has a monthly plan.
- Map Your City may revise fee rates and/or the billable amount structure for the Service from time to time and will provide Customer’s designated administrator(s) with email notice of any changes in fees at least thirty (30) days prior. Customer is responsible for providing complete and accurate billing information to Map Your City.
- Map Your City may suspend or terminate Customer’s use of the Service if fees become past due. Customer is responsible for all taxes (excluding taxes on Map Your City’s net income) and Map Your City will charge tax when required to do so by law
- If Customer requires the use of a purchase order or purchase order number, Customer (a) must provide the purchase order number at the time of purchase; and (b) agrees that, except for any amendments to this Subscriber Agreement that are clearly marked as such on the face of the Purchase Order, any terms and conditions on a Customer purchase order that conflict with this Subscriber Agreement will not apply and are null and void.
- Confidentiality: During the course of their performance under this Subscriber Agreement, each party may make available to the other party information that is not generally known to the public and at time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information shall include, but shall not be limited to: proprietary software, business plans, strategies, forecasts, projects and analyses; financial information and fee structures; business processes, methods and models; employee, customer and supplier information; sales and marketing information. With respect to the Customer, Confidential Information also includes the Customer Data.
- Obligations: Except as otherwise expressly permitted under this Subscriber Agreement, with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. Map Your City may disclose Customer’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information solely for the purpose of performing Map Your City’s obligations under this Subscriber Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. Customer may disclose Map Your City’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information and are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement.
- Exclusions. The obligations set forth in Section 6(2) above shall not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed, without any obligation of confidentiality, prior to disclosure by the disclosing party; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its affiliates. Either party may disclose the terms of this Agreement to potential parties to an acquisition or similar transaction to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction. The receiving party may disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding, provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures.
- At any time after signature of this Agreement, Map Your City may publish or use Customer’s name and logo on: (i) Map Your City’s website; (ii) marketing collateral; (iii) online advertisement banners; and (iv) in Map Your City’s sales presentations.
- Map Your City will obtain Customer’s written permission prior to publication for each of the following: (i) press release; (ii) case study or white paper on Map Your City’s website and marketing collateral (and discussion of case study or white paper during sales presentations); and (iii) Customer quote on Map Your City’s website.
Term and Termination.
This Subscriber Agreement will remain in effect until Customer terminates its subscription to the Service or until this Subscriber Agreement is otherwise terminated as provided for herein. Customer may terminate this Subscriber Agreement at any time. In addition, either party may terminate this Subscriber Agreement if: (a) the other party is in material breach and fails to cure such breach within twenty (20) days following receipt of written notice from the non-breaching party; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. In the event that this Subscriber Agreement is terminated, (i) the rights granted to Customer pursuant to this Subscriber Agreement (except as specifically set forth in this section) will cease immediately; and (ii) any premium features provided to Customer will cease to be provided. The following sections will survive expiration or termination of this Subscriber Agreement: Section 3, 7, 11-13.
Map Your City may revise this Subscriber Agreement from time to time by posting the modified version on its website at least twenty (20) days prior to the effective date of the modifications being made; provided, however, that no such modification shall include a reduction in Customer’s rights or Map Your City’s obligations unless affirmatively agreed to by Customer in advance. If, in Map Your City’s sole and reasonable discretion, the modifications being proposed are material, Map Your City will notify Customer of such proposed modifications via email to the email address associated with Customer’s account. By continuing to access or use the Service after the posted effective date of modifications to this Subscriber Agreement that do not include a reduction in Customer’s rights or Map Your City’s obligations hereunder, Customer agrees to be bound by such modifications.
- By Customer. Customer hereby agrees to indemnify, defend and hold harmless Map Your City, its licensees and licensors, and their respective employees, contractors, agents, officers and directors (together, the “Map Your City Affiliates”), from and against any and all liabilities, damages, obligations, losses, costs and expenses (including but not limited to reasonable attorney’s fees) (together, the “Losses”) arising from or as a result of any claim by a third party against Map Your City or the Map Your City Affiliates regarding: (i) use of or access to the Service by Customer or its Members and Owners in violation of this Subscriber Agreement or our User Terms of Service; or (ii) any data or Customer Data transmitted or received through, or posted or stored in, Customer’s account.
- By Map Your City. Map Your City hereby agrees to indemnify, defend and hold harmless Customer and its employees, contractors, agents, officers and directors (together the “Customer Affiliates”), from and against any and all Losses arising from or as a result of any claim by a third party against Customer or the Customer Affiliates to the extent based on an allegation that the Service or Map Your City’s technology used to provide the Service infringes or misappropriates any copyright, trade secret, patent, or trademark right of the third party. In no event will Map Your City have any obligations or liability under this section arising from: (i) use of the Service in a modified form or in combination with materials not furnished by Map Your City; (ii) use of any third party app developed using Map Your City’s API; or (iii) any content, information, or data provided by Customer, Members or Owners, or other third parties. THIS INDEMNITY IS CUSTOMER’S ONLY REMEDY UNDER THIS SUBSCRIBER AGREEMENT FOR ANY VIOLATION BY MAP YOUR CITY OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
- Infringement Claims. If the Service becomes, or in Map Your City’s reasonable judgment is likely to become, the subject of a claim of infringement, then Map Your City may: (i) obtain the right, at Map Your City’s expense, for Customer to continue using the Service; (ii) provide a non-infringing functionally equivalent replacement; (iii) modify the Service so that it is no longer infringing. If Map Your City, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then Map Your City may suspend or terminate Customer’s use of the Service and provide Customer with a pro rata refund of prepaid fees.
- Process. The party seeking indemnification will provide prompt notice concerning the existence of an indemnifiable claim and cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations hereunder only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party will have full control and authority over the defense of any claim; provided, however, that: (i) the indemnified party may join in the defense at its own expense using counsel of its choice; and (ii) any settlement requiring the party seeking indemnification to admit liability or make any financial payment will require such party’s prior written consent, not to be unreasonably withheld or delayed.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN CONNECTION WITH THEIR RESPECTIVE INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE UNDER THIS SUBSCRIBER AGREEMENT FOR (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; OR (II) LOSS OF USE, DATA, BUSINESS REVENUES, PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), GOODWILL, OR OTHER INTANGIBLE LOSSES. UNDER NO CIRCUMSTANCES WILL MAP YOUR CITY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN BY ANY THIRD PARTY. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL MAP YOUR CITY BE LIABLE TO CUSTOMER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO MAP YOUR CITY HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
Governing Law; Binding Arbitration and Class Action Waiver
- PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
This Subscriber Agreement will be governed by the laws of the State of The Netherlands without regard to its conflict of laws provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Claims relating to this Agreement or the Service will be resolved through final and binding arbitration, except as set forth below.
- Initial Dispute Resolution: The parties agree that most disputes can be resolved without resort to litigation. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with each other, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. Accordingly, before initiating a lawsuit or arbitration, Customer Agrees to contact Map Your City to attempt to resolve the dispute in good faith.
- Binding Arbitration & Class Action Waiver: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time the informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to the Agreement (including its formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration by and under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. The Emergency Arbitrator Provisions shall not apply. The contract is governed by Dutch Law, and proceedings will take place at the ICC Netherlands office in The Hague.
- ICC Nederland
2594 AV Den Haag
T +31 (0)70 3836646
- ICC Nederland
- Nothing in this Section shall be deemed as preventing Map Your City from seeking injunctive or other equitable relief from the courts as necessary to protect any of Map Your City’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND MAP YOUR CITY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Exception: Litigation of Intellectual Property Claims: Notwithstanding the foregoing, disputes, claims, or controversies concerning (1) either party’s patents, copyrights, moral rights, trademarks, and trade secrets or (2) claims of piracy or unauthorized use of the Services (collectively, “IP Claims”) shall not be subject to arbitration.
- Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this Subscriber Agreement.
- Force Majeure. Except for payment obligations, neither Map Your City nor Customer will be liable for inadequate performance to the extent caused by a condition that is beyond the party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions and interruption or failure of the Internet or any utility service.
- Assignment. Neither this Subscriber Agreement nor any of the rights and licenses granted hereunder, may be transferred or assigned by either party without the other party’s express written consent; provided, however, that either party may assign this Subscriber Agreement without the other party’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Any other attempt to transfer or assign this Subscriber Agreement will be null and void.
- Interpretation. The headings of the sections of this Agreement have been inserted for reference only and shall in no way impact its interpretation. If this Subscriber Agreement is ever translated into any other language, it will be for Customer’s convenience only and the English language version of this Agreement will exclusively prevail. In this Subscriber Agreement: (i) the singular includes the plural and vice versa; (ii) references to any statute, enactment, order, law, regulation, or other similar instrument shall be construed as a reference to each of the same as amended by any subsequent statute, enactment, order, law, regulation, or instrument or as contained in any subsequent re-enactment thereof; (iii) the words “day”, “month”, and “year” mean calendar day, calendar month, and calendar year, unless otherwise stated; and (iv) the word “including” (or any analogous word or phrase) means “including and without limitation”.
- Execution & Counterparts. This Agreement may be agreed to online or executed by electronic signature, both of which shall be sufficient to legally bind the Parties. Customer acknowledges that this Subscriber Agreement is a contract between Customer and Map Your City, even though it may be electronic and not physically signed by representatives of each Party.
- No Waiver. No waiver of any term of this Subscriber Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Subscriber Agreement shall not constitute a waiver of such right or provision.
- Communications from Map Your City. You agree to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with the Service (“Communications”). We may provide Communications in a variety of ways, including by e-mail, text, in-app notifications, or by posting them on the Map Your City website or through the Service. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- U.S. Federal Government. If Customer is part of the U.S. Federal Government, in accordance with FAR section 2.101, DFAR section 252.227-7014(a)(1), and DFAR section 252.227-7014(a)(5), or otherwise, all software, documentation, and/or technical data provided by Map Your City to Customer are classified as “commercial items,” “commercial computer software”, and/or “commercial computer software documentation.” In accordance with DFAR sections 227.7202 and 252.2277015 and FAR sections 12.211-12.212, any use, modification, reproduction, release, performance, display, disclosure, or distribution of the software, documentation, and/or technical data by or for the U.S. Federal Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by these terms. If a government agency has a need for rights not granted under these terms, it must negotiate with Map Your City to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.
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