Last updated: July 17, 2023
AGREEMENT TO OUR LEGAL TERMS
We are CartoVista inc. (“Company,” “we,” “us,” “our“), a company registered in Canada at 212D-35 allée de Hambourg, Gatineau J9J 4J6, also referred to as “CARTOVISTA”.
We operate the platform https://cloud.cartovista.com (the “Site“), as well as any other related products and services that refer or link to these legal terms (the “Legal Terms“) (collectively, the “Services“).
CARTOVISTA is a world-class Software-as-a-Service (SaaS) platform that helps you create rich interactive maps and stories in the cloud. You can design intuitive data visualizations and sophisticated web presentations that put your own data on a map.
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you“), and CARTOVISTA, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms.
IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the “Last updated” date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.
We recommend that you print a copy of these Legal Terms for your records.
The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those people who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
2. AGREEMENT TO TERMS
Customer acknowledges and agrees that by accessing or using the Services, registering for an account, or clicking on a “Finish” or similar button, Customer is indicating having read and understood these terms and conditions, and agrees to be bound by them. If Customer does not agree to these terms and conditions, then Customer has no right to access or use the Services.
If Customer accepts or agrees to these terms and conditions on behalf of a company (such as Customer’s employer) or another legal entity, Customer represents and warrants that Customer has full legal authority to bind such entity to these terms and conditions.
Customer has read and understands these terms and conditions, and Customer agrees to these T&Cs on behalf of the entity that Customer represents. In such an event, “Customer” will mean the legal entity Customer represents.
3. USE OF THE SERVICES
Grant of Rights to Access and Use: Subject to the terms and conditions outlined in the Agreement, CARTOVISTA grants the Customer a non-exclusive, worldwide, revocable, non-transferable, and non-sublicensable right and license to access and utilize the Services and associated Content throughout the Service Term. For self-hosted Customers, this right and license extend to the installation of the CARTOVISTA Platform and any Third-Party Materials. CARTOVISTA will provide the Customer with the necessary passwords, network links, or connections to facilitate access to the Services.
General Responsibilities: The Customer ars sole responsibility and liability for all usage of the Services that arises from access provided by the Customer, directly or indirectly, irrespective of whether such access or usage complies with or breaches the terms of this Agreement. Without limiting the general nature of the foregoing, the Customer is solely responsible and liable for the actions and omissions of its Authorized Users. If an Authorized User’s actions or omissions would constitute a breach of this Agreement if performed by the Customer, they will be considered a breach by the Customer. The Customer must make reasonable efforts to inform all Authorized Users about the provisions of this Agreement relevant to their use of the Services and ensure their compliance with these provisions. The Customer is responsible for acquiring any necessary third-party hardware and/or software, including updates. CARTOVISTA is not liable for the restoration of any lost, deleted, or modified Customer Content due to actions taken by the Customer. The Customer agrees to regularly back up their Customer Content. The responsibility for maintaining the security of the Customer’s account permissions and configuration settings always lies with CARTOVISTA.
4. INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).
Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in Canada, the United States and around the world. The Content and Marks are provided in or through the Services “AS IS” for your personal, non-commercial use or internal business purpose only.
Your use of our Services
Subject to your compliance with these Legal Terms, including the “PROHIBITEDACTIVITIES” section below, we grant you a non-exclusive, non-transferable, revocable license to:
- Access the Services; and
- Download or print a copy of any portion of the Content to which you have properly gained access.
solely for your personal, non-commercial use or internal business purpose.
Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: email@example.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.
Please review this section and the “PROHIBITED ACTIVITIES” section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.
5. USER REPRESENTATIONS
By using the Services, you represent and warrant that:
- all registration information you submit will be true, accurate, current, and complete.
- you will maintain the accuracy of such information and promptly update such registration information as necessary.
- you have the legal capacity, and you agree to comply with these Legal Terms.
- you are not a minor in the jurisdiction in which you reside.
- you will not access the Services through automated or non-human means, whether through a bot, script or otherwise.
- you will not use the Services for any illegal or unauthorized purpose, and
- your use of the Services will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
6. ACCOUNT AND USER REGISTRATION
To use the CARTOVISTA platform, each authorized user must register for a user account. Customer agrees to provide CARTOVISTA with accurate, complete, and up-to-date information with respect to its user accounts. You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
Consents: For each Authorized User, Customer shall obtain and maintain all required consents, acknowledgments, and agreements from such individual for Customer’s access to Authorized User accounts and data and Authorized Users’ agreement to comply with the applicable terms of this Agreement.
Account Monitoring: The Customer acknowledges the responsibility to actively monitor the usage of its user accounts. The Customer is accountable for all activities carried out on the CARTOVISTA Platform using its user accounts, regardless of whether such usage is authorized or unauthorized, including any utilization of the associated API keys. CARTOVISTA bears no liability for any actions or oversights on the part of the Customer concerning its user accounts. The Customer agrees to promptly notify CARTOVISTA if it becomes aware or has any reasonable suspicion that its user accounts have been accessed without proper authorization or if any associated usernames or passwords have been stolen, misappropriated, or compromised in any way. In the event of a compromise of the Customer’s user accounts, the Customer commits to complying with any reasonable requests made by CARTOVISTA to modify usernames and/or passwords and take any necessary measures to secure the user accounts.
7. THIRD-PARTY MATERIALS
CARTOVISTA may provide Customer with access to Third-Party Materials such as external base maps or web services. These Third-Party Materials are governed by their own terms and conditions, along with the relevant flow-through provisions mentioned in the resource itself. If the Customer does not agree to comply with the applicable terms for any Third-Party Materials, it is advised not to use them. In the event of termination of this Agreement, the Customer is required to remove and destroy all Third-Party Materials from their internal systems, unless permitted otherwise under the respective third-party terms of service and/or license agreements.
8. SUPPORT AND SERVICE LEVELS
Unless otherwise mutually agreed upon in writing, CARTOVISTA will deliver the Services to the Customer according to the specified service levels and customer support package purchased outlined here https://cartovista.com/pricing/. The Customer acknowledges that customer support services do not cover their own hardware and/or software, or any modifications made by the Customer to the CARTOVISTA Platform. Additionally, customer support services do not extend to hardware and/or software provided by third parties, even if they are installed in conjunction with the CARTOVISTA Platform.
The Customer agrees that CARTOVISTA and its affiliates may collect and utilize technical information acquired during the provision of support services to the Customer. This information may be utilized by CARTOVISTA for the purpose of ensuring proper authorization of all copies of the CARTOVISTA Platform, as well as for enhancing CARTOVISTA’s products or offering customized services or technologies to the Customer. However, this information will not be disclosed in a manner that identifies the Customer to any third parties.
9. PROHIBITED USE
You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Services, you agree not to:
- Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
- Use any information obtained from the Services in order to harass, abuse, or harm another person.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Use the Services in a manner inconsistent with any applicable laws or regulations.
- Engage in unauthorized framing of or linking to the Services.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Delete the copyright or other proprietary rights notice from any Content.
- Attempt to impersonate another user or person or use the username of another user.
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
- Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
- Engaging in any activity that places an excessive burden on the infrastructure of CARTOVISTA or its third-party providers is prohibited. CARTOVISTA retains the right to determine what constitutes a reasonable or unreasonable load. If CARTOVISTA identifies any such circumstances, it will promptly notify the Customer and collaborate in a diligent and honest manner to minimize operational disruptions for both CARTOVISTA and the Customer.
- Inject content or code or otherwise alter or interfere with the way any of the Services are rendered or displayed in a user’s browser or device.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
- Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
- Use a buying agent or purchasing agent to make purchases on the Services.
- Access, search or create accounts for the Services by any means (for example, scraping, spidering or crawling) other than our publicly supported interfaces
- Make any unauthorized use of the Services, including collecting user names and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
- Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
- Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any other Person, including through or in connection with any time-sharing, service bureau, software as a service, cloud or other technology or service.
- Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services, including any copy thereof.
- Create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication.
- Use any Services in a manner or for any purpose that infringes, misappropriates, or otherwise violates any law or Intellectual Property Right.
- Transmit or disseminate material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious.
- Access or utilize the Services with the intention of evading fees (such as creating multiple accounts to simulate or serve as a single account) or circumventing usage limits or quotas specific to the Services. Furthermore, using the Services beyond the scope of the licenses granted in this Agreement is not permitted.
10. BRANDING AND ATTRIBUTION
All logos and product names appearing on or in connection with the Services are proprietary to CARTOVISTA or its licensors and/or suppliers. Customer agrees to never remove or obscure any proprietary notices, logos, or product identification labels from CARTOVISTA’s software, maps, and other content, as applicable. Unless otherwise described in the Order form or Documentation, Customer is required to display CARTOVISTA Platform branding. A subscription to a plan that includes removable branding does not waive Customer’s responsibility to provide attribution.
The right of the Customer to utilize the Services cannot be transferred to any individual or entity without the prior written consent of CARTOVISTA. Any authorized transferee must provide written agreement to be bound by the terms of this Agreement. Under no circumstances is the Customer permitted to copy, loan, rent, time-share, sublicense, assign, transfer, lease, sell, or otherwise dispose of CARTOVISTA’s software, data, or other Content, whether temporarily or permanently, except as expressly permitted within this Agreement.
12. SUSPENSION BY CARTOVISTA
CARTOVISTA reserves the right to temporarily suspend the Customer’s access to all or a portion of the Services under the following circumstances:
- The Customer or its Authorized Users breach the terms of this Agreement,
- In response to a credible security threat, or
- CARTOVISTA loses access to any third-party services or products necessary for the Customer’s access to the Services. Such suspension of services, referred to as a “Service Suspension,” does not render CARTOVISTA liable for any damages, liabilities, losses (including loss of data or profits), or other consequences incurred by the Customer or its Authorized Users. Unless stated otherwise in this Agreement, any Service Suspension will not affect the payment of Fees specified herein.
13. CARTOVISTA PLATFORM CHANGES
CARTOVISTA reserves the right to modify the features and functionalities of the CARTOVISTA Platform, including APIs, as needed. The Customer is responsible for ensuring that their usage of the CARTOVISTA Platform remains compatible with the current set of APIs. CARTOVISTA will make reasonable efforts to avoid making non-backward-compatible changes to its APIs. In the event that such changes become necessary, CARTOVISTA will strive to provide prior notification to the Customer before implementing them.
14. REST API USE
When engaging with the CARTOVISTA Platform API, it is mandatory for the Customer to include an API key with each request made to the API and respect the platform security best practices.
15. SUBMISSIONS AND CONTRIBUTIONS
Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
Contributions: Excluding the data you upload in the platform, the Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, reviews, rating suggestions, personal information, or other material (“Contributions”). Any Submission that is publicly posted shall also be treated as a Contribution.
You understand that Contributions may be viewable by other users of the Services and possibly through third-party websites.
When you post Contributions, you grant us a license (including use of your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels.
This license includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.
You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:
- Confirm that you have read and agree with our “PROHIBITED ACTIVITIES” and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
- To the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;
- Warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions; and
- Warrant and represent that your Submissions and/or Contributions do not constitute confidential information.
You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.
We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.
Copyright infringement: We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately refer to the “DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY” section below.
16. FREE SERVICES AND FREE TRIAL
“Free Services” refer to the Services that CARTOVISTA may offer to the Customer without any associated charges or fees.
We offer a 14-day free trial of our professional plan for new users who register with the Services. When the trial period ends, the subscription falls back to the free services plan.
Customer acknowledges that CARTOVISTA, at its sole discretion and for any reason or no reason, may terminate the Customer’s access to the Free Services or any part thereof. The Customer agrees that such termination of access to the Free Services may occur without prior notice and acknowledges that CARTOVISTA will not be held liable to the Customer or any third party for such termination. It is the sole responsibility of the Customer to export their Customer Content from the Free Services prior to the termination of their access, regardless of the reason. However, in the event that CARTOVISTA terminates the Customer’s account, unless required by law, CARTOVISTA will provide the Customer with a reasonable opportunity to retrieve their Customer Content.
17. PURCHASED SERVICES
“Purchased Services” are those Services that Customer purchases under an Order Form, as distinguished from Free Services, or those provided pursuant to a free trial. Free Services exclude Services offered as Purchased Services.
18. CHARGES AND PAYMENT
Obligation to Pay: Customer shall pay all fees set forth on the Order Form (“Fees”).
Bank Fees: CARTOVISTA bears no responsibility for any additional bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by CARTOVISTA. Currency exchange settlements will be based on agreements between the Customer and their credit card provider.
Taxes: Sales tax will be added to the price of purchases as deemed required by us.
Invoices: Unless otherwise specified on the Customer’s Order Form, CARTOVISTA will invoice the Customer in advance, and the Customer agrees that payment is due within thirty (30) days from the invoice date. The Customer must make all payments according to the specified method on the Order Form or as otherwise directed by CARTOVISTA in writing.
Refunds: All payments made in accordance with this Agreement are non-refundable unless explicitly stated otherwise herein or as provided by applicable law.
No Setoff: The Customer is obligated to pay all amounts due under this Agreement without any setoff, deduction, recoupment, or withholding for amounts owed or payable by CARTOVISTA, whether under this Agreement, applicable law, or otherwise, and whether related to CARTOVISTA’s breach, bankruptcy, or any other reason.
Suspension for Failure to Pay: In the event that the Customer fails to make any payment when due, CARTOVISTA may, in addition to other available remedies, suspend the provision of the Services. If such failure to pay continues for thirty (30) days after receiving written notice, CARTOVISTA may suspend the Services until all past due amounts and accrued interest have been settled, without incurring any obligation or liability to the Customer or any other party due to the suspension.
Renewal: The duration of each subscription is specified in the applicable Order Form. Unless otherwise specified, subscriptions will automatically renew for additional periods equivalent to the expiring subscription term. Either the Customer or CARTOVISTA (referred to as the “Parties” collectively or “Party” individually) must provide notice of non-renewal at least thirty (30) days prior to the end of the relevant subscription term.
19. PURCHASES AND PAYMENT
We accept the following forms of payment by credit card or wire transfer:
- American Express
- Wire Transfer
You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We may change prices at any time. All payments shall be in US dollars.
You agree to pay all charges at the prices then in effect for your subscription and you authorize us to charge your chosen payment provider for any such amounts upon placing your order.
If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
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.
CARTOVISTA reserves the right to immediately terminate this Agreement by providing written notice to the Customer in the event that a bankruptcy or insolvency proceeding is initiated by or against the Customer, or if the Customer is dissolved, liquidated, or deemed insolvent.
The Customer’s right to use the Services will cease immediately on the date of termination for Cause.
Upon termination, the Customer and Authorized Users may no longer have access to Customer Content. It is the Customer’s responsibility to back up their Customer Content.
Unless terminating for Cause, the termination of the Agreement by the Customer will not release them from the obligation to pay all charges owed to CARTOVISTA at the time of termination. In the case of termination for Cause by the Customer, CARTOVISTA will issue a partial refund that is prorated based on the Service Term.
All purchases are non-refundable. You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term.
21. CUSTOMER CONTENT
Customer rights: By utilizing the Services to upload, store, or process any Customer Content, the Customer hereby affirms and guarantees that they or their Authorized Users possess the ownership or necessary rights to send, upload, transmit, or provide the Customer Content to the Services. Furthermore, the Customer asserts that the act of providing the Customer Content to, and utilizing the Customer Content with, through, or by means of the Services will not infringe upon or violate any third-party Intellectual Property Rights or other rights, including but not limited to privacy, copyright, patent, trademark, or trade secret rights. Additionally, the Customer warrants that such actions will not breach the terms of any agreement between the Customer and a third party, including but not limited to non-disclosure or confidentiality agreements.
CARTOVISTA’s Rights: The Customer grants CARTOVISTA, solely for the purpose of facilitating the Customer’s use of the Services and as otherwise agreed upon in writing by the Customer, a non-exclusive, worldwide, royalty-free, and transferable right and license (with the right to sublicense solely to CARTOVISTA’s sub-processors as necessary for the provision of the Services) to utilize, copy, cache, publish, display, distribute, modify, create derivative works from, and store Customer Content. CARTOVISTA is prohibited from accessing, using, or disclosing Customer Content for any other purpose without the explicit authorization of the Customer.
Upon termination of this Agreement, CARTOVISTA will make commercially reasonable efforts to promptly remove Customer Content from the CARTOVISTA Platform. However, the Customer acknowledges and agrees that caching or references to Customer Content may not be immediately eliminated.
22. SERVICE LEVELS
CARTOVISTA will exert commercially reasonable efforts to fulfill the Service Commitment, as defined in the Service Level Agreement accessible at
23. USER GENERATED CONTRIBUTIONS
Excluding data that you upload, the Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
- You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
- You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
- Your Contributions are not false, inaccurate, or misleading.
- Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
- Your Contributions do not violate any applicable law, regulation, or rule.
- Your Contributions do not violate the privacy or publicity rights of any third party.
- Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
- Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.
Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.
24. CONTRIBUTION LICENSE
By posting your Contributions to any part of the Services or making Contributions accessible to the Services by linking your account from the Services to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
25. GUIDELINES FOR REVIEWS
We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hateful language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to review.
26. SOCIAL MEDIA
As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTYACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCHTHIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You can deactivate the connection between the Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
27. THIRD-PARTY WEBSITES AND CONTENT
The Services may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
28. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
29. INTELLECTUAL PROPERTY RIGHTS
CARTOVISTA IP: The Customer acknowledges that, in the relationship between CARTOVISTA and the Customer, CARTOVISTA retains all rights, title, and interest, including all Intellectual Property Rights, to all CARTOVISTA IP. Regarding Third-Party Materials, the respective third-party providers possess all rights, title, and interest, including all Intellectual Property Rights, to the Third-Party Materials. This Agreement does not transfer any such rights to the Customer, and the Customer is prohibited from using, accessing, or permitting others to use or access the Services in any manner that is not authorized under this Agreement. Furthermore, the Customer agrees that CARTOVISTA will have the irrevocable, non-exclusive, worldwide right (without any obligation to the Customer) to utilize, publish, disclose, and develop its services, incorporating or based on any Feedback, as chosen by CARTOVISTA.
Customer Content: The Customer will retain full ownership and control over the Customer Content, including all rights, title, and interest. The Customer agrees to comply with all applicable laws, policies, and regulations, including those related to privacy and data protection, in relation to the Third-Party Materials, Customer Content, and the usage of the CARTOVISTA Platform and Documentation.
Third-Party Materials: The Customer acknowledges that while using the Services, they may come across Third-Party Materials that could be inaccurate, offensive, indecent, or objectionable. CARTOVISTA does not endorse any Third-Party Materials or the opinions, recommendations, or advice expressed within them. CARTOVISTA will not be held liable in any way for any Third-Party Materials, including but not limited to any inaccuracies, errors, omissions, or intellectual property infringement within such materials. Additionally, CARTOVISTA will not be liable for any loss or damage incurred as a result of using or relying on any Third-Party Materials posted, emailed, displayed, or transmitted through the Services.
Reservation of Rights: CARTOVISTA reserves all rights that have not been expressly granted to the Customer in this Agreement. Apart from the limited rights and licenses explicitly provided under this Agreement, nothing within this Agreement grants, by implication, waiver, estoppel, or any other means, to the Customer or any third party any intellectual property rights or any other right, title, or interest in the CARTOVISTA IP.
Compliance with Privacy Laws: The Customer acknowledges and agrees that they have the sole discretion to determine the methods and extent by which they obtain any Personal Data, as well as the nature and sources of such Personal Data, included within the Customer Content that is made available to CARTOVISTA for processing by CARTOVISTA or its subprocessors in order to provide the Services. CARTOVISTA does not have control over how the Customer acquires Personal Data or the characteristics and origins of such Personal Data. CARTOVISTA will comply with the applicable laws and regulations as required of a Processor when processing Personal Data as part of the Services. The Customer bears full responsibility for ensuring compliance with any legal, regulatory, or similar restrictions that apply to the Customer Content processed using the CARTOVISTA Platform, including but not limited to the use of the Services for sending marketing or other electronic communications to individuals, and the utilization of cookies and similar technologies in any applications created using the Services (especially those placed by CARTOVISTA at the Customer’s request as part of the Services, such as analytics activities).
The Customer affirms and guarantees that they have obtained or will obtain prior to the processing by CARTOVISTA or its subprocessors, all necessary approvals, consents, and/or licenses, or have a valid legal basis under applicable law(s), for the processing of any Personal Data provided to CARTOVISTA by the Customer or Authorized Users as part of the Services.
The Customer shall not cause CARTOVISTA to process Sensitive Personal Data without the prior written approval of CARTOVISTA, unless such Sensitive Personal Data has been transformed into information that no longer relates to an identified or identifiable individual or has been rendered anonymous in a manner that ensures the data subject is no longer identifiable (“Anonymous Data”) prior to its upload.
31. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY
We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.
All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by the Notification, are presentative list of such works on the Services; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.
If you believe your own copyrighted material has been removed from the Services as a result of a mistake or misidentification, you may submit a written counternotification to [us/our Designated Copyright Agent] using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following:(1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party’s agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.
If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.
Designated Copyright Agent
Borden Ladner Gervais
Attn: Copyright Agent
World Exchange Plaza, 100, rue Queen, bureau / suite 1300
Ottawa, Ontario, Canada
Confidential Information: The term “Confidential Information” refers to proprietary, trade secret, or confidential information belonging to a Party (referred to as the “Disclosing Party”), its customers, or suppliers. This includes, but is not limited to, business information, technology information, intellectual property, training materials, software, and other information related to the Disclosing Party’s business, technology, products, customers, personnel, or finances. The Receiving Party (the other Party) has access to this Confidential Information under this Agreement, and it is not publicly available information. It is acknowledged that the Confidential Information remains the property of the Disclosing Party. The Receiving Party agrees to safeguard and protect all Confidential Information of the Disclosing Party and will not disclose the existence, source, or content of the Confidential Information, except to its employees or contractors who have a legitimate need to know and are bound by confidentiality obligations at least as stringent as those in this Agreement.
Exceptions: The following information will not be considered Confidential Information: (a) information that is already known to the Receiving Party without any confidentiality obligation; (b) information that becomes publicly known through no wrongful act of the Receiving Party; (c) information received by the Receiving Party from a third party without any restriction or obligation of confidentiality; (d) information independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (e) information disclosed by the Disclosing Party to third parties without any requirement of confidentiality.
Compelled Disclosure: If the Receiving Party is compelled by law to disclose any Confidential Information of the Disclosing Party, the Receiving Party may do so to the extent required by law. However, the Receiving Party will provide prior notice to the Disclosing Party (to the extent permitted by law) and will offer reasonable assistance at the Disclosing Party’s expense if the Disclosing Party wishes to contest the disclosure.
CARTOVISTA Indemnification: In the event that a third party brings a claim against the Customer alleging that the Services provided by CARTOVISTA infringe upon a copyright or misappropriate a trade secret, CARTOVISTA will indemnify the Customer and hold them harmless from all damages and costs (including reasonable legal fees) finally awarded by a court, attributable to such a claim. To avail of this indemnification, the Customer must promptly notify CARTOVISTA in writing of the claim and cooperate with CARTOVISTA in the defense and settlement negotiations. CARTOVISTA may, at its discretion, (i) secure the right for the Customer to continue using the Services, (ii) modify or replace the Services to make them non-infringing and substantially equivalent in function. If these options are not commercially feasible according to CARTOVISTA’s reasonable judgment, CARTOVISTA will refund the fees paid by the Customer and terminate access to the Services.
Customer Indemnification: The Customer agrees to indemnify and hold CARTOVISTA (including its subsidiaries, affiliates, officers, agents, partners, and employees) harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party arising from or related to the Customer’s use of the Services, the Customer’s violation of this Agreement or any referenced schedules, addenda, or terms, the Customer’s infringement of any rights of another party, including any claims that the Customer Content violates or infringes upon any copyright, trademark, patent, or other proprietary rights.
Limitations: CARTOVISTA shall not be obligated to indemnify the Customer for any claim based on (i) the Customer’s unauthorized use of the Services beyond the scope authorized by this Agreement, (ii) the Customer’s failure to use updated or modified versions of the Services provided by CARTOVISTA, (iii) the Customer’s continued use of the Services after receiving notice from CARTOVISTA to cease in order to avoid infringement or misappropriation, (iv) the combination, operation, or use of the Services with equipment, devices, software, systems, or data not supplied by CARTOVISTA if the claim would not have arisen without such combination, operation, or use, (v) CARTOVISTA’s creation or modification of the CARTOVISTA Platform in accordance with specifications provided by the Customer, or (vi) any Services provided to the Customer free of charge.
34. REPRESENTATION AND WARRANTIES
Each Party represents and warrants to the other Party that:
- It is duly organized and in good standing under the laws of its jurisdiction of organization and any other jurisdiction where such standing is required for the performance of this Agreement.
- Its entry into and performance under this Agreement has been duly authorized by all necessary corporate action and does not violate any governing documents of the Party.
- Its entry into and performance under this Agreement does not violate any applicable laws, regulations, court or executive orders, or contractual obligations to which it is subject.
35. TERM AND TERMINATION
These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WERESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICEOR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDINGBLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON ORFOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANYREPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGALTERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATEYOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANYTIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
36. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
37. GOVERNING LAW
These Legal Terms shall be governed by and defined following the laws of the province of Quebec, Canada. CARTOVISTA and yourself irrevocably consent that the courts of Quebec Canada shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Legal Terms.
38. DISPUTE RESOLUTION
You agree to irrevocably submit all disputes related to these Legal Terms or the legal relationship established by these Legal Terms to the jurisdiction of the Quebec, Canada courts. CARTOVISTA shall also maintain the right to bring proceedings as to the substance of the matter in the courts of the country where you reside or, if these Legal Terms are entered into in the course of your trade or profession, the state of your principal place of business.
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
GENERAL DISCLAIMER: THE SERVICES AND MAPS ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THESERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION 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 TOOR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS ORDAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, 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 WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATION OF SERVICE: CARTOVISTA DOES NOT WARRANT THAT THE SERVICES, INCLUDING ANY SOFTWARE, MAPS, OR CONTENT OFFERED ON OR THROUGH THE SERVICES OR ANY THIRD-PARTY SITES REFERRED TO ON OR BY CARTOVISTA, WILL BE UNINTERRUPTED OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. CARTOVISTA DOES NOT GUARANTEE THAT ANY OF THE AFOREMENTIONED ISSUES WILL BE CORRECTED.
ACCURACY DISCLAIMER: CARTOVISTA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS FROM THE USE OF THE SERVICES OR ANY THIRD-PARTY SITES REFERRED TO ON OR BY THE SERVICES, INCLUDING ANY MAPS RENDERED THEREBY, GEOCODING RESULTS OBTAINED, OR DIRECTIONS GENERATED THEREFROM, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT IS PROVIDED FOR PLANNING PURPOSES ONLY. CUSTOMERS MAY FIND THAT CERTAIN EVENTS CAUSE THE CONTENT TO DIFFER FROM CURRENT CIRCUMSTANCES OBSERVABLE ON THE GROUND. CUSTOMERS MUST EXERCISE THEIR BEST JUDGMENT WHEN USING ANY CONTENT AVAILABLE THROUGH CARTOVISTA.
HARM TO CUSTOMER SYSTEM: CUSTOMER UNDERSTANDS AND AGREES THAT IT USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS SOFTWARE, SERVICES, MAPS, OR CONTENT THROUGH THE SERVICES OR ANY THIRD-PARTY SITES REFERRED TO ON OR BY THE SERVICES AT ITS OWN DISCRETION AND RISK, AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY (INCLUDING CUSTOMER’S COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR USE.
41. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BELIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THEAMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
42. ELECTRONIC COMMUNICATIONS, TRANSACTIONS AND SIGNATURES
Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THEUSE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHERRECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, ANDRECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THESERVICES.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other 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.
These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These LegalTerms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.
44. CONTACT US
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
212D-35 allée de Hambourg
Gatineau, Quebec, Canada
Phone: (819) 772-2000
“Authorized User” refers to individuals who are employed by, consult with, contract with, or act as agents for the Customer and are granted permission by the Customer to access and use the Services in accordance with the rights granted to the Customer under this Agreement. Additionally, these individuals must have access to the Services that has been purchased under this Agreement.
“CARTOVISTA IP” encompasses several elements. Firstly, it includes the Services, Documentation, and any intellectual property provided by CARTOVISTA to the Customer or its Authorized Users in connection with the Services. Secondly, it includes any suggestions, recommendations, feedback, or corrections made by the Customer or its Authorized Users regarding the Services (referred to as “Feedback”). It should be noted that CARTOVISTA IP includes aggregated statistics and any information or data derived from CARTOVISTA’s monitoring of the Customer’s access to or use of the Services, but it does not include Customer Content.
“CARTOVISTA Platform” refers to the set of tools, services, and APIs provided by CARTOVISTA for visualizing and analyzing geospatial data.
“CARTOVISTA Public REST APIs” are the publicly available application programming interfaces (APIs) offered by CARTOVISTA. 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.
“Customer Content” refers to the Content owned or licensed by the Customer 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 CARTOVISTA Public APIs, whether initiated through the user interface or otherwise.
“Documentation” includes CARTOVISTA’s user manuals, knowledge base, and guides related to the Services. These materials are provided by CARTOVISTA to the Customer 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 CARTOVISTA Platform, which are licensed under the terms of applicable open source license agreements included in the materials related to the CARTOVISTA Platform. Each software component has its own copyright and specific license conditions.
“Order Form” is the document that outlines the Services purchased by the Customer, 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 Term” refers to the duration for which the Customer has acquired the license and right to use the Services, as specified in the Order Form or indicated in the Customer’s user account for customers 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 CARTOVISTA.
“Unit” represents the quantifiable measure of resources or services consumed by a Data Operation within the context of the Customer’s CARTOVISTA Platform account.
“Usage Quota Unit” indicates the number of units included in a Customer’s plan, which are consumed by a Data Operation (for example a geocoding transaction).