CartoVista Standard Platform Terms

Last updated: June 22, 2026

These CartoVista Standard Platform Terms govern access to and use of the CartoVista platform and related Services. In these terms, “Vendor” means CartoVista Inc. and “Client” means the individual or organization using the Services. By accessing the Services, registering for an account, or using a free trial or subscription, the Client agrees to these terms.

1. AGREEMENT TO TERMS

The Vendor grants the Client a non-exclusive, non-transferable, revocable license to access and use the Carto Vista Platform for its internal business operations.

Client acknowledges and agrees that by accessing or using the Services, registering for an account, or clicking on a “Finish” or similar button, Client is indicating having read and understood these terms and conditions, and agrees to be bound by them. If Client does not agree to these terms and conditions, then Client has no right to access or use the Services.

If Client accepts or agrees to these terms and conditions on behalf of a company (such as Client’s employer) or another legal entity, Client represents and warrants that Client has full legal authority to bind such entity to these terms and conditions.

Client has read and understands these terms and conditions, and Client agrees to these T&Cs on behalf of the entity that Client represents. In such an event, “Client” will mean the legal entity Client represents.

2. DEFINITIONS

“Vendor” means Carto Vista Inc., the provider of the Services, Documentation, and related support described in this Agreement.

“Client” means the entity that has entered into this Agreement with the Vendor for the purpose of accessing and using the Services. The Client is responsible for ensuring compliance with this Agreement by its Authorized Users and for the payment of all applicable fees under this Agreement.

“Authorized User” refers to individuals who are employed by, consult with, contract with, or act as agents for the Client and are granted permission by the Client to access and use the Services in accordance with the rights granted to the Client under this Agreement. Additionally, these individuals must have access to the Services that have been purchased under this Agreement.

“Vendor IP” means collectively:

The Services, Documentation, and any intellectual property provided by Vendor to the Client or its Authorized Users in connection with the Services
Any suggestions, recommendations, feedback, or corrections made by the Client or its Authorized Users regarding the Services (referred to as “Feedback”)

Vendor IP also includes aggregated statistics and any information or data derived from Vendor’s monitoring of the Client’s access to or use of the Services, but it expressly excludes Client Content.

“Vendor Platform” refers to the set of tools, services, and APIs provided by Vendor for visualizing and analyzing geospatial data.

“Vendor Public REST APIs” are the publicly available application programming interfaces (APIs) offered by Vendor. These APIs allow users to interact with data, maps, and other functionalities.

“Content” encompasses all types of information, including but not limited to data, text, graphics, maps, logos, images, illustrations, software or source code, audio and video, and animations.

“Client Content” refers to the Content owned or licensed by the Client or its Authorized Users, which is stored or processed using the Services. This includes any Personal Data that is part of such Content.

“Data Operation” refers to an action that generates a request to one or more of the Vendor Public APIs, whether initiated through the user interface or otherwise.

“Documentation” includes Vendor’s user manuals, knowledge base, and guides related to the Services. These materials are provided by Vendor to the Client in electronic or hard copy form.

“Effective Date” indicates the start date of the Service Term, as specified on the Order Form. If the Order Form does not indicate a specific date, the Effective Date is considered to be the date of the last signature on the Order Form.

“Intellectual Property Rights” encompasses all registered and unregistered rights related to patents, copyrights, trademarks, trade secrets, database protection, or other intellectual property laws. This includes similar or equivalent rights and forms of protection in any part of the world.

“Open-Source Software” refers to any open-source software components included in the Vendor Platform, which are licensed under the terms of applicable open-source license agreements included in the materials related to the Vendor Platform. Each software component has its own copyright and specific license conditions.

“Order Form” is the document that outlines the Services purchased by the Client, including pricing information and other relevant details related to the purchase.

“Person” denotes an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or any other entity.

“Personal Data” refers to information that can be used, either alone or in combination with other information, to identify, contact, or locate a natural person. This includes but is not limited to name, address, email address, IP address, login credentials, profile information, and phone number. It also encompasses data defined as “personal data,” “personal information,” or similar terms under applicable privacy or data protection laws and regulations. However, Personal Data excludes information that has been aggregated and/or anonymized to the extent that it no longer allows third parties to identify a specific individual.

“Sensitive Personal Data” denotes Personal Data that reveals government-issued or financial account numbers, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for uniquely identifying a natural person, data concerning health, data concerning a person’s sex life, or data concerning a person’s sexual orientation.

“Service Suspension” means a temporary suspension of the Client’s access to all or a portion of the Services as described in Section 18.1.

“Service Term” refers to the duration for which the Client has acquired the license and right to use the Services, as specified in the Order Form or indicated in the Client’s user account for clients with free or individual accounts.

“Third-Party Materials” refer to materials and information, in any form or medium, including software (including Open-Source Software), documents, data, content, specifications, products, equipment, or components related to the Services that are not owned by Vendor.

“Unit” represents the quantifiable measure of resources or services consumed by a Data Operation within the context of the Client’s Vendor Platform account.

“Usage Quota Unit” indicates the number of units included in a client’s plan, which are consumed by a Data Operation (for example, a geocoding transaction).

3. SERVICE PLANS

3.1 Free Services and Free Trial

“Free Services” refer to Services provided by the Vendor to the Client at no cost. Vendor may offer a 14-day free trial of its Professional or enterprise plan to new Clients upon registration. Upon expiration of the trial, the Client’s subscription will automatically convert to the Free Services plan unless upgraded.

Without limiting Section 18.1, the Client acknowledges that the Vendor, at its sole discretion and without liability, may suspend or terminate access to Free Services at any time, with or without cause or prior notice. It is the Client’s responsibility to export its Client Content from the Free Services before such access is terminated. In the event of termination by the Vendor, and unless otherwise required by law, the Vendor will make reasonable efforts to allow the Client to retrieve its Client Content.

3.2 Purchased Services

“Purchased Services” refer to Services acquired by the Client under an Order Form and do not include Free Services or Services provided during a free trial. Only Purchased Services are subject to ongoing service commitments and support as outlined in this Agreement.

4. CHARGES, PAYMENT AND RENEWAL

4.1 Obligation to Pay

The Client agrees to pay all fees (“Fees”) specified in the applicable Order Form.

4.2 Invoices and Payment Terms

Unless otherwise stated in the Order Form, the Vendor will invoice the Client in advance. Payment is due within thirty (30) days of the invoice date. All amounts must be paid via the payment method designated in the Order Form or as instructed by the Vendor.

4.3 Currency and Bank Charges

All payments shall be made in U.S. dollars unless otherwise stated. The Vendor is not responsible for currency conversion charges, banking fees, or interest costs incurred by the Client.

4.4 Taxes

Applicable sales taxes will be added to all invoiced amounts unless the Client provides a valid tax exemption certificate.

4.5 No Setoff

The Client shall make all payments without setoff or deduction, regardless of any claim or dispute with the Vendor.

4.6 Refunds

All payments under this Agreement are non-refundable, except as required by law or explicitly stated herein.

4.7 Suspension for Non-Payment

Without limiting Section 18.1, if the Client fails to pay undisputed amounts within thirty (30) days of the due date and after receiving written notice, the Vendor may suspend access to the Services until full payment is received. Suspension does not relieve the Client from its payment obligations.

4.8 Auto-Renewal

Unless otherwise specified in the Order Form, subscriptions will automatically renew for successive terms equal to the original subscription. Either Party may provide written notice of non-renewal at least thirty (30) days prior to the end of the current term.

4.9 Payment Methods and Order Policies

The Vendor accepts the following payment methods:

Visa
Mastercard
American Express
Wire Transfer

The Client agrees to provide accurate and up-to-date payment and account details, including billing addresses, contact information, and payment credentials. The Client authorizes the Vendor to charge the designated payment method for all Fees, including recurring charges, unless and until the applicable subscription is canceled.

4.10 Orders and corrections

The Vendor reserves the right to correct pricing errors and to refuse or limit any order that appears to be placed in violation of this Agreement or Vendor’s acceptable use policy. Orders that appear to be placed by resellers or distributors may be refused at the Vendor’s sole discretion.

5. SUBSCRIPTION TERMINATION

5.1 Termination for Cause

In the event that one Party fails to remedy a material breach of this Agreement within thirty (30) days after receiving written notice of such breach from the other Party, either Party may terminate this Agreement for Cause.

5.2 Immediate Termination by the Vendor

The Vendor may immediately terminate this Agreement, by written notice, in the following cases:

a bankruptcy, insolvency, liquidation, restructuring, or receivership proceeding is initiated by or against the Client;
the Client is dissolved, placed in voluntary or involuntary liquidation, or declared insolvent; or
the Client ceases its activities or becomes significantly unable to honor its contractual obligations.

5.3 Effect of Termination

As of the effective date of termination of the Agreement, for any reason whatsoever:

The right of the Client and its Authorized Users to access and use the Services ends immediately;
Access to Client Content may be suspended or made inaccessible.

It is the sole responsibility of the Client to export and back up its Client Content prior to the termination date. The Vendor is not required to maintain or return Client Content after termination, unless otherwise provided by applicable law.

5.4 Financial Consequences of Termination

Except in the case of termination for cause by the Client:

Termination of the Agreement does not release the Client from its obligation to pay all Fees due to the Vendor up to the termination date;
All amounts already paid remain the property of the Vendor and are non-refundable.

In the event of termination for cause by the Client in accordance with Section 5.1, the Vendor will provide a pro rata refund of Fees paid in advance for the period following the effective termination date.

5.5 Termination by the Client Without Cause

The Client may terminate its subscription at any time by logging into its user account. Termination takes effect at the end of the current paid subscription period. Unless otherwise expressly provided in this Agreement or required by law, no refund will be granted for the remaining period.

6. USE OF THE SERVICES

6.1 Grant of Rights to Access and Use

Subject to the Client's compliance with all terms and conditions of this Agreement, the Vendor grants the Client, during the Service Term, a limited, non-exclusive, worldwide, revocable, non-transferable, and non-sublicensable license, allowing the Client and its Authorized Users to access and use the Services solely for the Client's internal purposes.

For Clients who have subscribed to the self-hosting option, this license includes the right to install and use the Vendor Platform as well as the necessary Third-Party Materials, in accordance with the provided Documentation.

The Vendor will provide the Client with the connection information (passwords, access links, API keys, etc.) necessary to enable access to the Services.

6.2 Client Responsibilities

The Client is solely responsible for any use of the Services made under its account or through the access it has provided, whether or not such use complies with this Agreement.

The Client assumes full responsibility for the acts and omissions of its Authorized Users. Any action or omission of an Authorized User that would constitute a violation of the Agreement if committed by the Client will be considered a violation by the Client itself.

The Client agrees to:

inform all its Authorized Users of the provisions of this Agreement applicable to them and ensure their compliance.
acquire and maintain up to date any third-party hardware, software, or equipment necessary for the use of the Services.
perform regular and secure backups of its Client Content.

The Vendor is not responsible for the loss, deletion, corruption, or modification of Client Content resulting from actions or omissions of the Client or its Authorized Users

6.3 Account Security

The Client is solely responsible for maintaining the security of its accounts, login credentials, passwords, API keys, and configuration settings. The Vendor implements reasonable security measures at the Platform level but disclaims any responsibility in the event of unauthorized access resulting from a security failure on the Client side.

6.4 REST API Use

When engaging with the Vendor Public REST APIs, the Client must include a valid API key with each request made to the API and comply with platform security best practices and the Documentation.

7. USER REPRESENTATIONS

By using the Services, the Client represents and warrants that:

All registration information the Client submits will be true, accurate, current, and complete.
The Client will maintain the accuracy of such information and promptly update such registration information as necessary.
The Client is not a minor in the jurisdiction in which they reside.
The Client will not access the Services through automated or non-human means, whether through a bot, script, or otherwise.
The Client will not use the Services for any illegal or unauthorized purpose, and
The Client's use of the Services will not violate any applicable law or regulation.

If the Client provides any information that is untrue, inaccurate, not current, or incomplete, Vendor has the right to suspend or terminate the Client's account and refuse any and all current or future use of the Services (or any portion thereof).

8. ACCOUNT AND USER REGISTRATION

Each Authorized User must create a user account to access the Vendor Platform. The Client agrees to provide and maintain accurate, complete, and up-to-date information concerning all user accounts.

The Client is responsible for maintaining the confidentiality of passwords and credentials associated with its accounts. It assumes full responsibility for all activity carried out under its accounts, including the use of associated API keys, whether such activity is authorized or not.

The Vendor reserves the right to remove, reclaim, or change any username it deems, in its sole discretion, inappropriate, obscene, or otherwise objectionable.

8.1 Consents

For each Authorized User, the Client shall obtain and maintain all required consents, acknowledgments, and agreements for the Client's access to Authorized User accounts and data and for the Authorized Users' agreement to comply with the terms of this Agreement

8.2 Account Monitoring

The Client agrees to actively monitor the usage of its user accounts. It must promptly notify the Vendor if it becomes aware or has reasonable suspicion that its user accounts have been accessed without proper authorization or if any associated usernames, passwords, or API keys have been stolen, misappropriated, or compromised in any way. In such cases, the Client commits to complying with any reasonable requests made by the Vendor and taking all necessary measures to secure the accounts.

The Vendor bears no liability for any actions or oversights on the part of the Client concerning the monitoring and security of its user accounts

9. PROHIBITED USE

The Client and its Authorized Users may not access or use the Services for any purpose other than those expressly provided for in this Agreement. The Services may not be used in connection with any commercial endeavors except those specifically endorsed or approved by the Vendor.

Without limiting the generality of the foregoing, it is strictly prohibited to:

Systematically retrieve data or other Content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without prior written permission from the Vendor.
Trick, defraud, or mislead the Vendor or other users, especially in any attempt to learn sensitive account information such as passwords.
Circumvent, disable, or otherwise interfere with security features of the Services or any technical measures protecting Content.
Disparage, tarnish, or otherwise harm the reputation of the Vendor, its Services, or its employees.
Use the Services to harass, abuse, intimidate, or harm any person.
Make improper use of support services or submit false reports.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing, mirroring, or deep linking to the Services.
Upload or transmit viruses, Trojan horses, worms, logic bombs, or any malicious code, or engage in spamming or repetitive posting that interferes with the proper functioning of the Services.
Use automated techniques (scripts, robots, scrapers, spiders, etc.) to access the Services, except as expressly authorized or as a result of standard search engine usage.
Delete, obscure, or modify any copyright, trademark, patent, or other intellectual property notice appearing on the Services or Content.
Impersonate another person, use another's account, or create a false identity to mislead as to the identity or origin of a communication.
Use passive information collection devices (spyware, transparent GIFs, cookies, etc.).
Impose an excessive or unreasonable load on the infrastructure of the Vendor or its third party providers. The Vendor is the sole judge of what constitutes an excessive load and will attempt to notify the Client to collaborate on minimizing disruptions.
Inject code, alter the display, or interfere with how the Services are rendered or displayed.
Harass, intimidate, or threaten employees or representatives of the Vendor.
Bypass or attempt to bypass any measures restricting access to the Services.
Copy, adapt, decompile, disassemble, reverse engineer, or modify any software comprising the Services, including but not limited to ASP.NET, HTML5, or Java Script, except as permitted by law.
Use a buying agent or purchasing agent to make purchases on the Services.
Use the Services for competitive activity or to develop a competing product or service.
Rent, lend, sell, sublicense, assign, distribute, or make the Services available to third parties, including via software as a service, service bureau, or unauthorized cloud.
Access the Services or create accounts by any means other than the Vendor's publicly supported interfaces.
Collect usernames or email addresses by electronic means for the purpose of sending unsolicited email.
Use the Services to evade fees, circumvent usage quotas, or simulate single usage via multiple accounts.
Transmit or disseminate material that a reasonable person would consider abusive, obscene, defamatory, harassing, threatening, or malicious.
Use the Services beyond the scope of the licenses granted in this Agreement or in any manner that violates an Intellectual Property Right.
Any other unauthorized use of the Services or Content

10. BROWSER AND DEVICE COMPATIBILITY

The Client is solely responsible for ensuring that Authorized Users access the Services using supported browsers and up-to-date hardware and software configurations. Vendor does not guarantee that the Services will function properly on outdated or unsupported technologies. Performance or access issues arising from unsupported browsers or devices shall not be deemed a breach of this Agreement.

11. PLATFORM CHANGES

11.1 Platform and API Changes

The Vendor reserves the right to modify the features and functionalities of the Vendor Platform, including APIs, as needed. The Client is responsible for ensuring that its use of the Vendor Platform remains compatible with the current set of APIs. The Vendor will make reasonable efforts to avoid making non-backward-compatible changes to its APIs. In the event that such changes become necessary, the Vendor will strive to provide prior notification to the Client before implementing them.

11.2 Beta Features and Experimental Tools

Without limiting Section 11.1, from time to time, Vendor may offer access to beta or experimental features within the Services. These features are provided “as-is,” may not be fully functional, and may be changed or discontinued at any time without notice. Vendor makes no warranties or representations, express or implied, regarding the reliability, availability, or suitability of such features. The Client assumes all risks associated with the use of beta or experimental tools.

12. CLIENT CONTENT

12.1 Rights and Warranties of the Client

By uploading, storing, or processing any Client Content via the Services, the Client represents and warrants that:

the Client or its Authorized Users hold all necessary rights, titles, and interests (including appropriate licenses) in the Client Content;
the act of providing, transmitting, or using the Client Content with the Services does not infringe or violate intellectual property rights, privacy rights, publicity rights, or any other third-party rights;
the Client Content does not violate any confidentiality, non-disclosure agreement, or other contractual obligation to a third party.

12.2 License Granted to the Vendor

The Client grants the Vendor a limited, non-exclusive, worldwide, royalty-free, transferable license (with the right to sublicense only to necessary subcontractors and providers), allowing the Vendor to use, copy, reproduce, cache, display, distribute, modify, create derivative works from, and store the Client Content solely to the extent necessary to provide the Services, ensure their proper functioning, and fulfill its obligations under this Agreement.

The Vendor is expressly prohibited from accessing, using, or disclosing Client Content for any other purpose without the prior and explicit written authorization of the Client.

12.3 Deletion of Content at Termination

Upon termination of this Agreement for any reason whatsoever, the Vendor will deploy commercially reasonable efforts to delete the Client Content from its systems within a reasonable timeframe. The Client acknowledges, however, that residual copies (including caches, backups, or archives) may remain for a limited period and that the Vendor is not required to delete them immediately.

13. SUPPORT

The Client acknowledges that the Vendor’s support services do not cover:

hardware or software of the Client or its Authorized Users;
any modification made by the Client to the Vendor Platform;
third-party hardware or software, even if installed in conjunction with the Vendor Platform.

The Client agrees that the Vendor and its affiliates may collect and use technical information and usage data obtained during the provision of support services. This information may be used to verify license compliance, improve the Vendor’s products and services, or offer personalized services. The Vendor agrees not to disclose this information in a manner that allows the identification of the Client to third parties, except as authorized by this Agreement or required by law.

14. FEEDBACK LICENSE

To the extent that the Client or its Authorized Users provide the Vendor with comments, suggestions, recommendations, ideas, or feedback regarding the Services (hereinafter “Feedback”), the Client hereby grants the Vendor a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, and transferable license allowing the Vendor to use, reproduce, modify, integrate, distribute, and exploit such Feedback in any manner whatsoever, including in the context of the development, improvement, or marketing of its products and services, without any obligation of compensation, recognition, or accounting to the Client.

15. INTELLECTUAL PROPERTY RIGHTS

15.1 Vendor IP

The Client acknowledges and agrees that the Vendor (or its licensors) retains all rights, titles, and interests, including all Intellectual Property Rights, in the Vendor Intellectual Property, the Services, the Vendor Platform, the Documentation, and any other element provided under this Agreement.

Third-Party Materials remain the exclusive property of their respective providers, who retain all rights, titles, and interests, including all associated Intellectual Property Rights.

This Agreement does not transfer any intellectual property rights in the Vendor Intellectual Property or Third-Party Materials to the Client, except for the limited use rights expressly granted in Articles 6.1 and 12.2. The Client is prohibited from using, accessing, or allowing anyone to use or access the Vendor Intellectual Property in any manner not expressly authorized by this Agreement.

15.2 Feedback

The Client acknowledges that the Vendor has the irrevocable, non-exclusive, worldwide, and royalty-free right to use, publish, disclose, reproduce, modify, create derivative works from, and commercially exploit any Feedback provided by the Client or its Authorized Users, without any obligation of compensation, recognition, or accounting to the Client

15.3 Client Content

The Client retains full ownership and all rights, titles, and interests in its Client Content, including all associated Intellectual Property Rights.

The Client agrees to comply with all applicable laws, policies, and regulations, particularly those related to data protection and confidentiality, regarding the Client Content and any third-party Content it uploads or processes via the Services.

15.4 Third-Party Content

The Client acknowledges that using the Services may provide access to Third-Party Content that may be inaccurate, offensive, indecent, shocking, or illegal. The Vendor does not approve or endorse any Third-Party Content, nor the opinions, recommendations, or advice expressed therein.

The Vendor disclaims all responsibility for Third-Party Content, including, without limitation, any inaccuracy, error, omission, violation of intellectual property rights, or any other harm resulting from access to, use of, or reliance on such content

15.6 Reservation of Rights

The Vendor expressly reserves all rights not expressly granted to the Client in this Agreement. Nothing in this Agreement confers, by implication, waiver, estoppel, or otherwise, upon the Client or a third party, any right, title, or interest in the Vendor Intellectual Property or any other element belonging to the Vendor.

16. THIRD-PARTY MATERIALS

The Vendor may provide the Client with access to Third-Party Content, such as external base maps, geospatial web services, or other data or services provided by third parties.

This Third-Party Content is governed by its own terms and conditions of use, licenses, or agreements, as well as by any flow-through provisions mentioned in the Documentation or within the resource itself. The Client agrees to comply with all such third-party conditions.

If the Client does not accept the conditions applicable to a piece of Third-Party Content, it must refrain from using it.

In the event of termination of this Agreement, the Client is required to promptly delete and destroy all Third-Party Content from its systems, devices, and storage media, unless the terms of use or the license agreement of the concerned third party expressly authorize their subsequent retention.

The Vendor is not responsible for the content, accuracy, legality, availability, or reliability of Third-Party Content, nor for any loss or damage resulting from its use.

17. CONFIDENTIALITY

17.1 General Obligations

Each party (Receiving Party) agrees to preserve the confidentiality of all non-public, proprietary, or confidential information (Confidential Information) disclosed by the other party (Disclosing Party) in connection with this Agreement. For the purposes of this article, the Vendor’s Confidential Information includes, in particular, the Documentation, software, product plans, source code, algorithms, methods, technical data, trade secrets, and financial information. The Client’s Confidential Information includes, in particular, Client Content that is confidential in nature.

17.2 Duty of Protection

The Receiving Party agrees to protect the Disclosing Party’s Confidential Information with the same degree of diligence it applies to the protection of its own confidential information of the same nature, and in any event with at least a reasonable degree of diligence. The Receiving Party shall disclose Confidential Information only to its employees, subcontractors, affiliates, or agents who have a legitimate need to know in the context of the performance of this Agreement and who are bound by confidentiality obligations at least as strict as those provided for in this article. The Receiving Party remains responsible for any breach of these obligations by the persons to whom it has disclosed Confidential Information.

17.3 Exceptions

Confidentiality obligations do not apply to information that:

was already legally in the Receiving Party’s possession prior to its disclosure by the Disclosing Party, without a confidentiality obligation;
becomes publicly accessible without violation of this Agreement;
was independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information; or
was legitimately obtained from a third party without confidentiality restriction and without violation of an obligation to the Disclosing Party.

17.4 Duration of Obligations

The confidentiality obligations provided for in this article shall survive the termination or expiration of this Agreement for a period of five (5) years from the date of disclosure of the relevant information, or indefinitely in the case of Confidential Information that constitutes a trade secret within the meaning of applicable legislation.

18. SERVICES MANAGEMENT

18.1 Service Suspension

The Vendor reserves the right to temporarily suspend the Client’s access to all or a portion of the Services under the following circumstances:

the Client or its Authorized Users breach the terms of this Agreement;
in response to a credible security threat; or
the Vendor loses access to any third-party services or products necessary for the Client’s access to the Services.

Such suspension of services, referred to as a “Service Suspension,” does not render the Vendor liable for any damages, liabilities, losses (including loss of data or profits), or other consequences incurred by the Client or its Authorized Users. Unless stated otherwise in this Agreement, any Service Suspension will not affect the payment of Fees specified herein.

18.2 Operational Management

The Vendor reserves the right, without being obligated to do so and at its sole discretion, to:

monitor the Services to detect any violation of these General Terms and Conditions or the Agreement;
initiate appropriate legal or administrative proceedings against any person who, in the Vendor’s opinion, violates the law or this Agreement, including reporting to the relevant authorities;
refuse, restrict access to, limit the availability of, or disable (to the extent technically possible) any Client Contribution or any part thereof that violates the Agreement;
remove or disable, without notice or liability, any file, Client Content, or data that is excessive in size or that imposes, in any way, an unreasonable load on the Vendor’s systems or infrastructure;
manage the Services in any other manner it deems necessary to protect its rights, property, and security, or to ensure the proper functioning of the Services.

The exercise of these rights by the Vendor does not constitute a waiver of its other rights or remedies provided for in this Agreement.

19. DATA PROCESSING AND SECURITY

19.1 General Obligations

The Vendor agrees to process all Client Personal Data in accordance with applicable data protection laws (including the Personal Information Protection and Electronic Documents Act (PIPEDA) in Canada and, where applicable, the General Data Protection Regulation (GDPR) of the European Union) and the provisions of this Agreement. The Vendor shall implement and maintain reasonable and appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or unauthorized access.

19.2 Data Breach Notification

In the event of a security breach likely to affect the Client's Personal Data, the Vendor shall notify the Client without undue delay and, to the extent possible, within seventy-two (72) hours of becoming aware of said breach.

The Vendor shall provide the Client, as soon as possible, with the information it has regarding the nature, extent, and consequences of the breach, as well as the measures taken or planned to remedy it. The Vendor shall cooperate with the Client in good faith to investigate the breach, mitigate its effects, and enable the Client to fulfill its legal obligations.

19.3 Subprocessors

The Vendor may use subprocessors to assist in providing the Services, including for infrastructure hosting, storage, or data analysis. The Vendor shall contractually ensure that these subprocessors are bound by data protection obligations at least as strict as those set forth in this Agreement.

An up-to-date list of current subprocessors is available upon written request from the Client.

20. EXPORT COMPLIANCE

The Client agrees to comply with all applicable export control laws and regulations, including those of Canada, the United States, and any other relevant jurisdiction.

The Client shall not, directly or indirectly, use, export, re-export, transfer, or allow access to the Services or any of the Vendor's technology or software in violation of these laws, including:

To countries, entities, or persons subject to an embargo or economic sanctions;
To prohibited or restricted end users;
In connection with activities involving sensitive technologies or uses.

The Client acknowledges that the Services may be subject to export restrictions and agrees not to use them for purposes prohibited by applicable laws.

21. PRIVACY

The Vendor places great importance on the confidentiality and security of Client data.

The Client is encouraged to review the Vendor's Privacy Policy, available at the following address: https://cartovista.com/en/privacy-policy/.

By using the Services, the Client agrees to be bound by this Privacy Policy, which is incorporated by reference and forms an integral part of this Agreement.

21.1 Hosting of Services

The Client has the option to choose the hosting region for its data between Canada and the United States. In the absence of an explicit choice made by the Client, the Services are systematically hosted in Canada for Canadian Clients and in the United States for American Clients. For Clients located in other regions, the Services are hosted in Canada or the United States based on the default configuration or the choice expressed by the Client.

By accessing the Services from a jurisdiction whose laws regarding the collection, use, or disclosure of personal data differ from those applicable in Canada or the United States, the Client expressly consents to the transfer and processing of its data in Canada and, if applicable, in France.

The Vendor agrees to process all Personal Data in accordance with applicable data protection laws and the provisions of this Agreement.

22. DISCLAIMERS

GENERAL DISCLAIMER: THE SERVICES, THE VENDOR PLATFORM, THE DOCUMENTATION, AND ANY ASSOCIATED CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. THE CLIENT AGREES THAT ITS USE OF THE SERVICES IS AT ITS SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES AND THE CLIENT'S USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, OR ABSENCE OF VIRUSES. THE VENDOR MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF THE CONTENT OF THE SERVICES OR OF ANY WEBSITE OR APPLICATION LINKED TO THE SERVICES. THE VENDOR SHALL ASSUME NO LIABILITY FOR: (1) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE CLIENT'S ACCESS TO AND USE OF THE SERVICES; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF THE VENDOR'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL AND/OR FINANCIAL INFORMATION STORED THEREIN; (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE IN ANY WAY VIA THE SERVICES. THE VENDOR DOES NOT WARRANT, RECOMMEND, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN THE CLIENT AND ANY THIRD-PARTY PROVIDER OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, THE CLIENT SHOULD USE THEIR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATION OF SERVICE: THE VENDOR DOES NOT WARRANT THAT THE SERVICES, INCLUDING THE SOFTWARE, MAPS, OR CONTENT OFFERED ON OR THROUGH THE SERVICES OR ANY THIRD-PARTY SITE MENTIONED ON OR BY THE VENDOR, WILL BE UNINTERRUPTED OR FREE FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL ELEMENTS. THE VENDOR DOES NOT WARRANT THAT THE PROBLEMS MENTIONED ABOVE WILL BE CORRECTED OR THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

ACCURACY DISCLAIMER: THE VENDOR MAKES NO WARRANTY AND GIVES NO REPRESENTATION REGARDING THE USE OR RESULTS ARISING FROM THE USE OF THE SERVICES OR ANY THIRD-PARTY SITE MENTIONED ON OR THROUGH THE SERVICES, INCLUDING THE MAPS DISPLAYED THEREIN, THE GEOCODING RESULTS OBTAINED, OR THE ROUTES GENERATED FROM THEM, IN TERMS OF ACCURACY, PRECISION, RELIABILITY, OR OTHERWISE. THE CONTENT IS PROVIDED FOR PLANNING PURPOSES ONLY. CLIENTS MAY FIND THAT CERTAIN EVENTS RESULT IN A DIFFERENCE BETWEEN THE CONTENT AND THE ACTUAL SITUATION OBSERVABLE ON THE GROUND. CLIENTS MUST EXERCISE THEIR BEST JUDGMENT WHEN USING ANY CONTENT AVAILABLE THROUGH THE VENDOR.

HARM TO CLIENT SYSTEM: THE CLIENT UNDERSTANDS AND AGREES THAT IT USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS SOFTWARE, SERVICES, MAPS, OR CONTENT THROUGH THE SERVICES OR ANY THIRD-PARTY SITE MENTIONED ON OR BY THE SERVICES AT ITS SOLE DISCRETION AND AT ITS OWN RISK, AND THAT THE CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY (INCLUDING ITS COMPUTER SYSTEM) OR ANY LOSS OF DATA RESULTING FROM SUCH DOWNLOAD OR USE.

23. LIMITATIONS OF LIABILITY

IN NO EVENT WILL THE VENDOR OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR ANY OTHER DAMAGES ARISING FROM THE CLIENT’S USE OF THE SERVICES, EVEN IF THE VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE VENDOR’S LIABILITY TO THE CLIENT FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE CLIENT TO THE VENDOR FOR THE PLATFORM SUBSCRIPTION DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. CERTAIN US AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO THE CLIENT, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO THE CLIENT, AND THE CLIENT MAY HAVE ADDITIONAL RIGHTS.

24. INDEMNIFICATION

24.1 Indemnification by the Vendor

The Vendor agrees to defend, indemnify, and hold harmless the Client, as well as its officers, directors, and employees, against any claim, lawsuit, loss, damage, liability, cost, or expense (including reasonable attorney fees) resulting directly from:

the Vendor's violation of a third party's intellectual property rights; or
gross negligence or willful misconduct of the Vendor in the performance of this Agreement.

24.2 Indemnification by the Client

The Client agrees to defend, indemnify, and hold harmless the Vendor, as well as its officers, directors, employees, subsidiaries, and agents, against any claim, lawsuit, loss, damage, liability, cost, or expense (including reasonable attorney fees) resulting directly from:

the use of the Services by the Client or its Authorized Users in violation of any applicable law or regulation;
any breach by the Client of its representations, warranties, or obligations under this Agreement; or
any Client Content or any use of the Public Map Sharing Tools.

25. FORCE MAJEURE

Neither party shall be held responsible for any delay or failure to perform its obligations (with the exception of payment obligations) if such delay or failure results from a force majeure event, meaning a circumstance beyond its reasonable control, including, without limitation: natural disasters, acts of war, terrorism, riots, strikes, lock-outs, pandemics, interruptions or failures of public utilities, internet outages, or failures of hosting or cloud services provided by third parties.

The party affected by a force majeure event shall promptly notify the other party in writing and deploy commercially reasonable efforts to mitigate its effects and resume the performance of its obligations as soon as possible.

26. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by and interpreted in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable in that province, without regard to its conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, validity, interpretation, performance, or termination, shall be submitted to the exclusive jurisdiction of the courts of the City of Montreal, Province of Quebec. Each party irrevocably consents to the exclusive jurisdiction of these courts and waives any objection based on lack of jurisdiction, forum non conveniens, or any other similar exception.

27. COPYRIGHT COMPLAINTS AND TAKEDOWN POLICY

The Vendor respects the intellectual property rights of others and expects the Client and its Authorized Users to do the same. Although Carto Vista Inc. is not subject to the United States Digital Millennium Copyright Act (DMCA), the Vendor has implemented a procedure for reporting alleged copyright violations inspired by international best practices.

If the Client or a third party believes that content accessible via the Services infringes its copyright, it may send a written notification to support@cartovista.com clearly indicating “Copyright Infringement Notice” in the subject line.

The notification must contain the following information:

a detailed description of the copyrighted work that is allegedly being infringed;
a description of the allegedly infringing content and the exact location where it is found on the Services;
the full contact information of the complainant (name, address, telephone number, and email address);
a statement that the complainant has a good faith belief that the use of the content is not authorized by the rights holder, its agent, or the law;
an affidavit stating that the information contained in the notification is accurate and that the complainant is authorized to act on behalf of the holder of the rights allegedly infringed.

The Vendor reserves the right, at its sole discretion, to remove or disable access to the allegedly infringing content, to suspend or terminate the account of the Client concerned, and to take any other measure it deems appropriate, without incurring any liability toward the Client.

28. ENTIRE AGREEMENT AND AMENDMENTS

This Agreement, including its appendices, the Order Form, and any document expressly incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, communications, proposals, negotiations, representations, or agreements, whether oral, written, or electronic.

No modification, amendment, or waiver of any provision of this Agreement shall be valid or enforceable against the parties unless it is made in writing and signed by a duly authorized representative of each party.

29. ASSIGNMENT AND SUBCONTRACTING

Neither party may assign, transfer, or delegate its rights or obligations under this Agreement without the prior and express written consent of the other party.

Notwithstanding the foregoing, the Vendor may assign or transfer this Agreement in connection with a merger, acquisition, reorganization, or the sale of all or substantially all of its assets, without the Client’s consent.

The Vendor may subcontract all or part of its obligations (including hosting, data storage, technical support, or analysis), provided that it remains fully responsible for the performance of the subcontracted obligations and ensures that the subcontractors are bound by obligations at least as strict as those provided for in this Agreement.

30. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

The Client acknowledges that visiting the Services, sending emails to the Vendor, and completing online forms constitute electronic communications. The Client consents to receive electronic communications from the Vendor and agrees that all agreements, notices, disclosures, invoices, order confirmations, and other communications that the Vendor provides electronically, via email or through the Services, satisfy any legal requirement that such communications be in writing.

THE CLIENT HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, ELECTRONIC CONTRACTS, ELECTRONIC ORDERS, AND OTHER ELECTRONIC RECORDS, AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY THE VENDOR OR VIA THE SERVICES.

The Client hereby waives any rights or requirements under any statutes, regulations, rules, or laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

31. SURVIVAL

The following provisions of this Agreement, as well as any other provision which, by its nature, should survive the termination or expiration of the Agreement, shall remain in effect after the termination or expiration thereof for the period provided therein or indefinitely, as the case may be:

Article 15 (Intellectual Property Rights)
Article 17 (Confidentiality)
Article 22 (Disclaimers)
Article 23 (Limitations of Liability)
Article 24 (Indemnification)
Article 26 (Governing Law and Dispute Resolution)
Article 12.2 and 12.3 (License Granted to the Vendor and Deletion of Client Content)
Any provision relating to payment obligations or amounts due to the Vendor.