excel-terms-conditions

Terms & Conditions (Mapcite AddIn for Excel(with Publish))

Binding Contract/Modifications/Conditional Use: The mapping visualisation system, including but not limited to the geocoding, imagery and publishing capability you are about to use, (the “Software”) was created and is made available by MAPCITE. By using the Software, (1) you agree to be bound by the following terms, and (2) you represent (i) that you have been authorized to accept these terms on behalf of your employer or other organization (in which event “you” and “your” shall refer to you and your employer or other organization hereinafter called the “Licensee”), or (ii) that you intend only to be personally bound to the terms of this agreement.

If you accept these terms on behalf of your employer or other organization, for which you are authorized to act, you may use the Software only on behalf of your company. If you intend to be personally bound only, use of the Software is limited to your personal use. IF YOU ARE NOT SO AUTHORIZED OR DON’T AGREE TO THESE TERMS, YOU MAY NOT USE THE SOFTWARE.

By using the Software, you are creating a binding agreement between MAPCITE and you, as well as your employer or other organization for which you are acting.

1. Software License and Restrictions Subject to these Terms, MAPCITE grants you a personal, non-transferable and non-exclusive right and license to use its Software and to access and use the Third-Party Content made available through the Software, only for your personal use and/or business purposes. The Software is intended solely to provide visual displays of existing data and intended to be used for informational purposes only. When using this for operational or decision-making purposes, you are responsible for verifying the accuracy of the results produced by the Software.

You agree that the Software contains confidential and trade secret information of MAPCITE and its licensors and that you may not: disclose such confidential information to third parties; decompile or reverse engineer any Software code we may make available; modify the Software, or sell, assign, sublicense, redistribute, resell, or otherwise transfer any right in the Software unless such activity is expressly permitted or required by law or has been expressly authorized by MAPCITE in writing. Notwithstanding the foregoing, you may copy and display, to your actual and prospective customers, captures of the data displays our Software generates from content you submit; provided, however, that such copy contains the unmodified logo, a corporate name or other attribution depicted on each page of the Service, or an unmodified copy of our logo as in, Appendix 1, is pasted on each page of the data display.

2. Code of Conduct/Right to Terminate The Software includes functionality enabling you to publish and share your visualisations and data (the “Visualisations”) with others, via a URL address. These Visualisations can be accessed with a web browser via the URL without any form of access protection. If you wish to use this functionality, you acknowledge and warrant that: • You understand that your Visualisations can be accessed by anyone with the URL. • You have all necessary rights to the data used in the Visualisations, including making this data available to others

• You will not post or distribute any materials that are abusive, libellous, defamatory, vulgar, profane, or obscene; or that are fraudulent or deceptive; or that violate anyone’s copyrights or other intellectual property, or that violate anyone’s confidentiality or privacy; or that harass, threaten, annoy, or are otherwise inappropriate. • You will not post or transmit any advertising, promotional materials, or other forms of solicitation; post or transmit any file that contains viruses, corrupted files, “Trojan Horses,” or any other contaminating or destructive features that may damage someone’s computer; or take any action that imposes an unreasonably or disproportionately large load on our infrastructure or damages or disrupts the functioning of our systems. • You shall not sell, resell, rent or lease the Software. • You will comply with the software usage, data usage and privacy policies of your employer or other organization on whose behalf you are using the Software. • You will not upload post, transmit or otherwise make available any content or data that infringes any patent, trademark, copyright, trade secret, or other proprietary rights of any party unless you are the owner of the rights or have the permission of the owner or other legal justification to use such content or data. • You will not upload, post, transmit or otherwise make available any content or data prohibited by applicable law. • You will not use the Software in any manner that violates applicable local, state, national or international law. • You will not upload any data that is libellous, slanderous or tortious nor will you use the Software to “stalk” or otherwise harass another person or in any manner that violates the privacy rights or any person. • You will not falsely identify the source of any communications or materials, deliberately mislead anyone as to your identity (including impersonating a representative of MAPCITE), and use the Software to disclose material, non-public information about any company or otherwise act contrary to the law. • You are responsible for statements made and actions taken through the use of your Software. You agree to immediately notify us of any actual or suspected unauthorized use of the Software. • Mapcite can terminate your access to the Software, at any time, without prior notice and at our sole discretion, (i) for failure to pay any fees or charges arising from the use of the Software, (ii) for any other actual, apparent, threatened, or accused misconduct, or (iii) in our discretion for any reason.

3. Uploaded Materials You represent that you have the right to any published Visualisations, and you hereby license us and other members and users to make unrestricted and perpetual use of any such content. You will indemnify us and any members who get sued because you violate this representation or act to cancel the license.
4. Objectionable Content/Copyright Takedown It is MAPCITE’s policy to respond promptly to claims of copyright infringement, and to remove, or disable access to, infringing or objectionable material.

5. Third-Party Content and Services The Software allows you to access and view a variety of content (including, for example, map data) provided by MAPCITE and its licensors (the “Third-Party Content”). You understand and agree to the following: (i) Map data, geocoding and related Third-Party Content are provided for demonstration purposes only. Such data may contain information which is outdated, incorrect or otherwise not accurate and therefore you should exercise extreme caution when using it. (ii) By using the Software, you do not receive any ownership rights to the Software. MAPCITE and/or its licensors retain all ownership rights in, the Software and all Third-Party Content. (iii) Map data, geocoding and related Third-Party Content are provided by external services. MAPCITE cannot guarantee the availability of those services.
6. Data Storage/Security MAPCITE may (or may not) choose to make backup copies of Visualisations for the purpose of ensuring they remain available to users. Where it chooses to backup, the success of this process depends on equipment, software and services over which it has at best-limited control. You agree that MAPCITE has no responsibility or liability for the deletion or failure to store any data or other content or communications maintained or transmitted by the Software. In all cases, you should keep copies of any data and files required for you to recreate Visualisations.
7. Fair Usage for Publish Your use of the Publish functionality within the Software, is subject to fair use, which is at MAPCITE’s absolute discretion, may change from time to time, based on market conditions and any prevailing subscription regime. You acknowledge that MAPCITE may limit the number of Visualisations you may publish, update or have live at any time.
8. Disclaimer of Warranties Limitation of Liability: • The Software and Third-Party Content is provided as-is. Neither Mapcite nor any of its partners make any warranties of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the Software, or any Third-Party Content. Without limiting the foregoing, neither MAPCITE nor any of its partners make any warranty that the quality of any products, services, information, or other content that you purchase or obtain from the use of the Software will meet your expectations or that the operation of the Software will be error-free or that any errors will be corrected. • MAPCITE does not warrant or make any representation regarding the use or results of the use of the Software in terms of their correctness, accuracy, quality, reliability, appropriateness for a particular task or application or otherwise. No oral or written information or advice is given by MAPCITE shall create a warranty or in any way increase the scope of the warranties provided in this agreement. You expressly agree that you assume the entire risk as to the quality and performance of our Software and the accuracy, timeliness or completeness of our Third-Party Content. Additionally, to the fullest extent permitted by law, MAPCITE disclaims any liability for the security, reliability, timeliness, and performance of the Software or Third-Party Content. • MAPCITE disclaims any responsibility for the deletion, failure to store, deliver, untimely delivery of any information or material. You are responsible for all actions relating to Visualisations published by you or under your account.

• You agree that MAPCITE and its officers and employees will have no liability to you whatsoever, direct or indirect, for any damage, loss or expense you suffer as a result of your using the Software or Third-Party Content, or otherwise arising from your relationship with MAPCITE, even if MAPCITE has been advised of the possibility of such damages. This includes, but is in no way limited to, loss or injury caused in whole or in part by MAPCITE’s negligence or by anything beyond its control in creating or delivering any of its Third-Party Content unless caused by MAPCITE’s willful misconduct. Such limitation shall also apply to any damage caused by loss of access to, deletion of, failure to store, failure to back up, or alteration of any content published by you in connection with the service. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such states, MAPCITE’s liability and that of its Third-Party Content providers will be limited to the greatest extent permitted by law. IN NO EVENT SHALL MAPCITE BE LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNTS PAID BY YOU TO MAPCITE DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

9. Modifications MAPCITE reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, its Software or Third-Party Content (or any part thereof) with or without notice. You agree that MAPCITE shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Software Third-Party Content.
10. Subscription Fees Where you have purchased a subscription to use the Software, you shall pay all fees specified at the point of purchase. Payment obligations are non-cancellable, fees paid are non-refundable, and the number of User subscriptions purchased cannot be decreased during the relevant subscription term. Unless otherwise stated, MAPCITE fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder.

If MAPCITE has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide MAPCITE with a valid tax exemption certificate authorized by the appropriate taxing authority.

11. Term This Agreement commences on the date you accept it and continues until subscriptions granted in accordance with this Agreement have expired or been terminated.
12. Termination MAPCITE may terminate your use of the Software at any time in the event that MAPCITE determines, in its sole discretion, that either you have violated the terms of this Agreement or any other policies, laws, or agreements applicable to the use of the Software or Third-Party Content. Where MAPCITE provides the Software free of charge (for evaluation, trial, Beta or any other purpose), it reserves the right to terminate, without notice, at any time for any reason.

13. Intellectual Property MAPCITE Software and Third-Party Content are protected by copyrights, trade secret rights and other intellectual property laws. MAPCITE owns all such IP (except certain in-licensed code), which you agree not to use without our consent, except solely in conjunction with your authorized uses of the Software as permitted by these Terms. If you create derivative works of MAPCITE’s product, despite the prohibition on doing so, you agree that MAPCITE will own the intellectual property in those works and hereby assign all such IP rights to MAPCITE.
14. Communications All communications should be sent to admin@mapcite.com.
15. Indemnification You agree to indemnify and hold harmless MAPCITE, and its parents, subsidiaries, affiliates, licensors and other partners, officers, directors, shareholders, employees, and agents from any claim, demand, or investigation, including reasonable attorneys’ fees, made by any third party due to, or arising out of your, the “Licensee” conduct, content, use of the Software, any alleged violation of these Terms and Conditions, including any applicable MAPCITE policies, laws or regulations, or any alleged violation of any rights of another, including but not limited to the third party intellectual property rights, privacy rights other rights in used by you in connection with the Software or Third-Party Content. MAPCITE reserves the right, at its sole expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you but doing so shall not excuse your indemnity obligations.
16. Miscellaneous a. These Terms and associated licenses are governed by the internal laws of England, which shall have jurisdiction over any disputes. You may not assign or sublicense this agreement and the associated Software and Third-Party Content without our express written permission; but you recognize our absolute right to assign this agreement to a third party. No agency, partnership or joint venture is created by this Agreement. b. Each party shall comply with the export laws and regulations of the UK and other applicable jurisdictions in providing and using the Software. Without limiting the foregoing, (i) each party represents that it is not named on any UK government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit others to access or use the Software in violation of any UK export embargo, prohibition or restriction. c. Publicity. The Licensee agrees and will cooperate with MAPCITE (and its subsidiaries or parent) in the creation of marketing materials such as web data, case studies, articles, and podcasts regarding licensee’s use of MAPCITE’s tools and as such, licensee agrees: 1. MAPCITE may record, and publish in any media, using any distribution method, licensee’s business name, operation and logo. Licensee will obtain sufficient permissions from its employer, employees and/or contractors to grant these rights. 2. MAPCITE owns the Documentation. 3. That MAPCITE may reference the fact that the licensee is a participant in the MAPCITE Program even if it is limited to the demonstration tool. 4. To grant MAPCITE a revocable, non-exclusive, non-transferable, royalty-free, personal, worldwide license to use your logo provided in websites and marketing materials related to the MAPCITE Program. Licensee expressly authorizes MAPCITE to include the licensee’s Logo

in the documentation that includes the logos of other MAPCITE Program participants, whether in a montage-style display or otherwise. d. There are no third-party beneficiaries to this Agreement.

17. MAPCITE Mapcite is the trading name of theOblong Global Ltd, registered in England (Number 07475699). Registered Office – Thistle Down Barn, Holcot Lane, Sywell, Northamptonshire, NN6 0B

Appendix 1 – Logo