Terms of Service

Last Update: January 2, 2018.

TERMS OF SERVICE

NOTICE OF TERMINATION

As of January 2, 2018, Mapzen is closed to new Customers. Mapzen will be discontinued and all Services and related support will terminate as of February 1, 2018.

Mapzen provides a mapping platform and related tools and data that let you add mapping capabilities to your products and services.

These Terms of Service (“Terms”) govern the terms by which you (if registering on behalf of yourself) or the entity you represent (if registering as a business) (“Customer,” “you” or “your”) may utilize the mapping tools and services made available by Samsung Research America, Inc. on behalf of its Mapzen business unit (“Mapzen˝ or ˝we˝ or ˝us˝ or “our”). These Terms include the terms of this Terms of Service together with any operating rules, policies, and price schedules referenced in these Terms which correspond to the services ordered by you from Mapzen (each a “Service” and, collectively, the “Services”).

Account Setup

To use the Services, you must register and create an account. Our account authorization is through email confirmation or GitHub. Registration is accessible through our website at https://mapzen.com/developers/sign_up . If you select GitHub, you will need to set up a separate GitHub account.

Information you provide to us when you set up an account with us (each, an “Account”), and any billing information that we, or our billing processors, collect from you when you purchase Services is protected by our Privacy Policy, the most current terms of which are incorporated herein by reference. Your account with GitHub is subject to GitHub’s terms and conditions.

Once you set up an Account, you can create API keys (each, an “API Key”) for your project and access and download our scripts, application programming interfaces, sample code and related documentation (“Tools”) and downloadable data products you’ve paid to use (“Mapzen Data Products”). You agree to restrict access to Tools, API Keys and Accounts only by your designated employees or contractors, that Mapzen Data Products shall only be used pursuant to the license granted to you set forth below, and that you are solely responsible for all activities that occur through you Accounts or with use of Tools or your API Keys. The number of Accounts is limited to ten (10) unless otherwise authorized by Mapzen.

Rate Limits, Third Party Sources & Attribution

Mapzen offers a free tier of each Service, each of which is subject to rate limits (“Rate Limits”) as described in documentation made available on our website at https://mapzen.com/documentation/ (“Documentation”). The paid tier of each Service may also be subject to Rate Limits. We may revise Rate Limits from time to time. Rate Limit changes for a free tier of a Service will be effective upon posting to our website. For Rate Limit changes for a paid tier of a Service, we will provide you with advance email notice of Rate Limit changes.

Depending on the type of Service you use, you may be required to utilize data and materials of third parties, such as OpenStreetMap data, whether you obtain them separately or through us (“Third Party Data”). Third Party Data is not part of the Services, Mapzen Data Products or Tools, and your use of Third Party Data is governed by terms and conditions of those Third Party Data providers.

Use of our Services requires that you provide an attribution to us, as described on our website at https://mapzen.com/rights/, and use of Third Party Data may require that you provide attribution to third parties (collectively, “Attribution Requirements”). Details of some Third Party Data terms and conditions and Attribution Requirements may be found at https://mapzen.com/rights/. You are solely responsible for complying with Attribution Requirements and any terms and conditions of Third Party Data providers.

Fees for Paid Services

If you order paid tiers of Services, you agree to pay for those Services based on Mapzen’s published rates (the “Fees”) unless otherwise agreed upon separately between you and Mapzen.

Each month Mapzen will charge your credit card for the Fees, plus applicable taxes, based upon the type of Services, unless a separate payment arrangement has been agreed upon between you and Mapzen. Mapzen reserves the right to charge value-added taxes, sales, or other taxes on the Services as it deems appropriate. If your credit card cannot be charged, or if credit card charges are declined, subsequently reversed, or otherwise not paid to Mapzen, you agree to pay Mapzen all Fees and applicable taxes within five (5) days following the date of Mapzen’s invoice.

Mapzen reserves the right to change prices or institute new charges for access to or use of the Services at any time upon not less than thirty (30) days’ notice to you by (i) posting pricing plan changes on the Mapzen website, or (ii) sending information regarding the pricing plan changes to the email address you provided Mapzen. You are responsible for regularly reviewing such pricing information. Continued use of the Services or non-termination of your account after such thirty (30) day period constitutes your acceptance of the prices as modified. All payments are non-refundable. To the extent that payment mechanisms are provided through third parties, you agree that Mapzen shall have no liability to you arising out of the acts or omissions of such third parties.

BY UTILIZING PAID TIERS OF SERVICES, YOU CONSENT TO ALLOW MAPZEN TO CHARGE YOUR CREDIT CARD, EITHER DIRECTLY OR THROUGH ITS PAYMENT PROCESSORS, FOR THE FEES AND APPLICABLE TAXES.

Cancel When You Want

The period of time for your use of the Tools and Services (the “Term”) shall be for one year and shall be automatically extended for successive one-year periods unless either party provides written notice of non-renewal to the other at least thirty (30) days before expiration of the then-current Term.

However, you can terminate our agreement and these Terms at any time, for any reason or no reason by sending us an email to cancel@mapzen.com. Mapzen can terminate our agreement with you and these Terms upon thirty (30) days’ advance email notice. Also, Mapzen can terminate our agreement with you and these Terms for breach by you upon ten (10) days’ advance email notice if the breach is not cured within the ten (10) day period. We will send cancelation emails to you to the email address associated with your Account.

Upon termination, your rights to use the Tools and to access and use the Services shall cease; however, ownership provisions shall survive, your payment obligations will survive until paid in full, and this sentence, Mapzen’s rights to Anonymous Data, and the following provisions shall survive: Restrictions, Compliance, Confidentiality, Feedback, Legal Terms, and General.

License & Restrictions

License : Subject to these Terms, Mapzen hereby grants to you a non-exclusive, non-transferable, non-sublicensable license during the Term to: (i) copy and use the Tools solely to develop products and services to be made available by you (“Your Products”), and to distribute elements of the Tools as incorporated into Your Products; (ii) use and access the Services as provided by Mapzen subject to the Rate Limits; and (iii) if you’ve ordered Mapzen Data Products, use the Mapzen Data Products for your internal use and only as part of Your Products which are provided directly to end users, and not for resale or for redistribution or use in conjunction with, or as part of, the products or services of others. Except for the foregoing license, Mapzen and its suppliers own all right, title and interest in and to the Services, Tools and Mapzen Data Products, and no other licenses are granted to you, whether express or implied.

Government Licensees : The Tools, platform and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein, provided that if any part of these Terms s invalid or unenforceable against you, as a government end user, because of applicable local, national, state or federal law, then that portion shall be deemed invalid or unenforceable, as the case may be, and instead construed in a manner most consistent with applicable governing law.

Restrictions : In consideration of the license granted to you, you agree not to do, or permit any third party to do, any of the following:

• copy, reproduce, modify, damage, frame, disassemble, decompile, reverse engineer or create derivative works of all or part of the Tools, Mapzen Data Products or the Services except as expressly authorized in these Terms;
• interfere with, modify, disrupt or disable features or functionality of the Services or Tools, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Services or Tools;
• use or permit the use of the Services, Mapzen Data Products or Tools in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability, or in any manner that is likely to damage, disable, overburden, or impair the Services or interfere in any way with the use or enjoyment of the Services by others;
• use the Services, Mapzen Data Products or Tools to create, deliver training on, improve (directly or indirectly) or offer a substantially similar product or service;
• use the Services, Mapzen Data Products or Tools in conjunction with any malware, virus or any material that is defamatory, harassing, libelous, threatening, pornographic, or obscene or incites violence, or to assemble or disseminate any data or materials for the purpose of violating or impinging on basic human rights or civil liberties, or discriminating or maliciously targeting individuals on the basis of race, gender, sexual orientation, age, nationality or religion, or to engage in any activity which reflects negatively on the business of Mapzen or which may violate any laws, rules or regulations;
• use the Services, Mapzen Data Products or Tools in conjunction with any high risk activity where the use or failure of the Services, Mapzen Data Products or Tools could lead to death or personal injury or damage to property;
• sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Services, Mapzen Data Products or Tools to any third party other than use by end users of Your Products (“Users”) solely as a feature of Your Products; or
• derive results from the Services, Mapzen Data Products or Tools based upon location data derived from a sensor except that location data derived from a single sensor may be used solely for purposes of determining an origin and/or a destination for purposes of generating a map or directions

Mapzen may at any time, and in addition to any other remedies available to Mapzen, suspend your use of the Services, Mapzen Data Products or Tools where Mapzen reasonably and in good faith believes such use is in violation of these Terms.

You and Your Products

Your Products are your sole property, except for any Tools and Mapzen Data Products that you may include in Your Products. You represent and warrant to Mapzen that: (a) you or your licensors own all right, title and interest in and to Your Products; and (b) Your Products, and the use and distribution of Your Products, do not violate any laws, rules, regulations, third party terms and conditions, or privacy or publicity rights of third parties.

Through the course of your use of the Services, we may obtain access to location and other data from you or your Users. Any location data specifically identified to you and your Users will only be used to provide Services to you. We reserve the right to anonymize that data and aggregate it with similar other anonymized data that we have (collectively, “Anonymous Data”) so that it cannot be attributed to you or your Users. We use Anonymous Data to improve our products and services, such as our geocoder and routing engine, and since the data is anonymous, we may use it and allow others to use it for any purpose.

You agree that Mapzen may indicate to third parties that you are using the Tools, Mapzen Data Products and/or Services, that Mapzen may include your name logos and information about Your Products on blog posts, lists and related promotional materials, including advertising, and that Mapzen may use Your Product for administrative and demonstration purposes.

All press releases relating to your use of the Tools, Mapzen Data Products and Services are subject to approval by both parties prior to release.

Compliance

In addition to compliance with terms and conditions of Third Party Data providers and with the Attribution Requirements, you acknowledge and agree to comply with the following (the “Compliance Requirements”):

• You are solely responsible for support and maintenance of Your Products, any complaints about Your Products, and any loss, liability, damages, fines, penalties, costs and expenses that you, a User, Mapzen or a third party may suffer arising out of the use or distribution of Your Products;
• Mapzen may monitor your use of the Services, Mapzen Data Products and Tools to improve the Services and to ensure your compliance with these Terms;
• You agree to include "© Mapzen" in any visual display of Your Products and to use commercially reasonable efforts to include such attribution in any non-visual versions of Your Products;
• For Your Products that use location-based APIs for real-time navigation (including, but not limited to, turn-by-turn route guidance and other routing that is enabled through the use of a sensor), you must have Users accept an enforceable end-user license agreement that includes the following notice: “YOUR USE OF THIS REAL TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE”;
• For Your Products, you must have Users accept an enforceable an end-user license agreement that includes a disclaimer of all liability of Samsung Research America, Inc.
• Before allowing Users to use Your Products, you shall provide Users with a privacy policy in compliance with all applicable laws that describes how you collect, use and disclose data gathered from Users.

Confidentiality

Each party agrees that all business, technical and financial information it obtains from the other party is the confidential property of the disclosing party (“Proprietary Information”). Except as expressly allowed in these Terms, the receiving party will hold in confidence, using no less than reasonable care, and not use or disclose any Proprietary Information of the disclosing party. The receiving party shall not be obligated with respect to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; (ii) is received without restriction from a third party lawfully in possession of such information; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party without use of or access to such Proprietary Information. Each party agrees that the disclosing party would be irreparably injured by a breach of the foregoing obligations by the receiving party or its representatives and that the disclosing party will be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the foregoing. Such remedies will not be deemed to be the exclusive remedies of a breach of the foregoing, but will be in addition to all other remedies available at law or in equity.

Feedback

You may provide us with comments or other feedback concerning our products and services, or your evaluation and use thereof (collectively, “ Feedback”). You agree that we will be free to copy, modify, create derivative works of, publicly display, disclose, distribute, license and sublicense, incorporate and otherwise use Feedback received from you for any and all commercial and non-commercial purposes, without limitation and without remuneration of any kind to you or any third party, provided that such Feedback does not contain any of your Proprietary Information.

Modifications to the Terms

Mapzen may amend or modify these Terms at any time upon thirty (30) days' notice by (i) posting a revised version of these Terms on the Mapzen website, and/or (ii) sending information regarding the amendments to the email address you provide to Mapzen. You are responsible for regularly reviewing the Mapzen website to obtain timely notice of such amendments. Your continued use of the Tools or Services after such thirty (30) day period shall be deemed acceptance by you of the amended Terms.

Legal Terms

Disclaimer : THE TOOLS, MAPZEN DATA PRODUCTS AND THE SERVICES ARE PROVIDED ON AN ˝AS IS˝ AND ˝AS AVAILABLE˝ BASIS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAPZEN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, THE USABILITY, CONDITION OR OPERATION OF THE TOOLS, MAPZEN DATA PRODUCTS OR SERVICES, COMPATIBILITY, SECURITY, ACCURACY, AND NON-INFRINGEMENT. MAPZEN DOES NOT WARRANT THAT: (I) THE ACCESS, USE OR QUALITY OF THE TOOLS, MAPZEN DATA PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS OR ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY; (II) THE RESULTS OBTAINED FROM USE OF THE TOOLS, MAPZEN DATA PRODUCTS OR SERVICES WILL BE ACCURATE OR RELIABLE; OR (III) ANY ERRORS IN THE TOOLS, MAPZEN DATA PRODUCTS OR THE SERVICES WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE TOOLS, MAPZEN DATA PRODUCTS AND SERVICES REMAINS WITH YOU, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES, WHETHER ARISING UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

Limitation of Liability : YOU AGREE THAT NEITHER MAPZEN NOR ANY OF ITS AFFILIATES OR SUPPLIERS WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES (OR FOR ANY DAMAGES WITH RESPECT TO A FREE TIER OF ANY SERVICE, WHETHER DIRECT OR INDIRECT), INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL INFORMATION OR OTHER INFORMATION OR DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF THESE TERMS OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE TOOLS, MAPZEN DATA PRODUCTS OR THE SERVICES, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF MAPZEN OR ANY AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE ENTIRE LIABILITY OF MAPZEN AND ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE TOOLS, MAPZEN DATA PRODUCTS AND THE SERVICES, OR ANY BREACH OF THESE TERMS BY MAPZEN, IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS TO AND USE OF THE TOOLS, MAPZEN DATA PRODUCTS OR THE SERVICES IN THE ONE MONTH PRECEDING THE DATE OF YOUR CLAIM.

Limits : SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.

Indemnification : You agree to indemnify, defend and hold Mapzen and its officers, directors, employees, agents, licensors, affiliates, suppliers, successors and assigns harmless from and against all claims, liabilities, losses, expenses, damages, fines, penalties, and costs and expenses, including but not limited to reasonable attorneys' fees, arising out of claims based upon your use of the Services, Tools, Mapzen Data Products or Third Party Data, including but not limited to: (i) a violation or breach of these Terms by you, (ii) any activity related to access or use of your Account (including but not limited to negligent or wrongful conduct) by you or any other person accessing or using your Account and/or API Keys, or (iii) Mapzen's authorized use of data or other content provided by you or obtained by Mapzen as authorized by you under these Terms.

General

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for payments of money) on account of strikes, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of God, war, governmental action, labor conditions, or any other cause which is beyond the reasonable control of such party.

Nothing contained in or performed pursuant to these Terms shall be construed as creating a partnership, general agency, or joint venture, and except as otherwise expressly provided in this Terms, no party shall become bound by any representation, act, or omission of another party.

These Terms are not assignable or transferable by you, whether by operation of law or otherwise, without the prior written consent of Mapzen and any attempt to do so shall be void, provided that you may assign these Terms upon email notice to Mapzen to a successor to all of your business, but you shall remain liable for payment of any outstanding Fees.

In the event any provision of these Terms conflicts with the terms of any written ordering document between you and Mapzen, the provisions of these Terms shall prevail, except to the extent that the written ordering document expressly states that a provision of the these Terms is to be superseded.

No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise of that right or power.

If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

These Terms shall be governed by the laws of the State of New York without regard to conflicts of laws provisions thereof. The parties agree that the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms, regardless of the states in which the parties are located, do business or are incorporated.

Any action arising from these Terms shall be brought in the state or federal courts for New York County, New York, and the parties consent to the exclusive jurisdiction and venue of such courts.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of these Terms.

PRIORITY SUPPORT ADDENDUM

THE FOLLOWING TERMS SHALL ONLY APPLY TO CUSTOMER WHO HAVE PURCHASED PRIORITY SUPPORT FROM MAPZEN. IF YOU HAVE NOT PURCHASED PRIORITY SUPPORT, THEN THE FOLLOWING TERMS DO NOT APPLY TO YOU.

1. Definitions.

“Downtime” means any period, other than any period where a Customer is unable to access a Service due to an Excluded Event, during which the Customer is unable to access a Service, as measured by Mapzen, because of a system wide Issue preventing access to the applicable Service.

“Excluded Events” means any of the following which cause the Customer to be unable to access a Service:

• Scheduled, announced downtime for maintenance and downtime for emergency service;
• Overall Internet congestion, slowdown, or unavailability or failure of other items that are outside Mapzen’s control;
• Unavailability of generic Internet services (e.g. DNS servers) due to virus or hacker attacks;
• Hardware, communication lines, network infrastructure or software problems that prevent or disrupt access or result in latency which originate with Customer or third parties;
• Customer’s use of the applicable Service in violation of the terms of the Agreement or not in compliance with the Documentation;
• Actions or inactions of Customer; or
• Force majeure events.

“Issue” means a single, reproducible issue or problem of the Mapzen computer systems which materially or significantly affects the functionality of the applicable Service for Customer or for multiple Users of Customer.

“Service Credit” means the credit that may be available to Customer.

“Uptime Percentage” means for each Service, the total number of minutes in a calendar month minus the number of minutes of Downtime experienced in such calendar month, divided by the total number of minutes in such calendar month.

2. Support. Mapzen will provide support remotely during business hours (M-F 8:30am – 5:30pm Eastern time, excluding U.S. and New York holidays). Customer may report Issues to Mapzen support may via email at hello@mapzen.com. Such report must include (i) the Customer’s Mapzen username; (ii) the Service that has been affected; and (iii) the date(s) and time period for which Customer has suffered the Issue leading to the Downtime. Mapzen shall provide an initial response within one (1) business day (the “Response”) and, where applicable the Response will include any actions taken and estimated resolution time if available. Resolution of an Issue is subject to verification and reproduction of the Issue by Mapzen, with Customer’s reasonable assistance in verifying and reproducing the Issue. Resolution(s) may include a temporary workaround, patch or bypass supplied by Mapzen. Support services do not include: (a) physical installation or removal of any Tools; (b) visits to Customer’s site; (c) any professional services, including, without limitation, any custom development, data modeling, training and knowledge transfer; (d) the set-up, configuration and use of the applicable Service, or (e) support for any Excluded Events.

3. Service Availability. Mapzen will use commercially reasonable efforts to meet an Uptime Percentage of at least 99.9% for each Service. In the event that Mapzen does not meet such Uptime Percentage for a Service, as Customer’s sole remedy and Mapzen’s sole liability for such failure, Customer shall be entitled to receive a Service Credit as identified in the Table below if Customer has reported an Issue within fifteen (15) days of experiencing a possible Downtime event by filing a ticket with Mapzen support identifying the affected Service (and corresponding API, if applicable) and the reported amount of Downtime. Failure to comply with this requirement will forfeit Customer's right to receive the Service Credits. Customer is not eligible to receive Service Credits for Downtime arising during any period of time when payments owed are past due. Service Credits can only be applied to amounts due for future billing cycle(s). In no event will the total amount of Service Credits for any Service exceed 10% of the aggregate monthly fees payable by Customer for the applicable Service for the corresponding month.

Table