“4Map Application” or “Product” as used in these Terms means a web-based product accessed via 4M platform that provides utility mapping deliverables, along with unique content, data and analytics, tools, and any associated documentation or materials, graphics, drawings, images and metadata in such defined geographical area(s) to be designated by you.
By accepting these Terms, you certify that you are 18 years of age and in any event not younger than the legal age of majority in the jurisdiction in which you reside.
Based on the mutual promises and conditions contained in these Terms, 4M and you agree as follows:
1. Access to the Product; Create an Account
Subject to your compliance with these terms and conditions, each user will be required to create an account and set a password (the “Account”) in order to access and use the Product. User passwords cannot be shared in any way or with anyone. It is important that you provide 4M with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. You will notify your Customer Success Manager immediately of any unauthorized use of your Account. Please note that you shall remain solely responsible for all activities that occur in your Account, whether you know about the activity, or not.
2. Rights and Restrictions
Subject to your compliance with these Terms, 4M hereby grants you, during the Term (defined below), a limited, non-exclusive, non-assignable (other than as permitted under these Terms), non-sublicensable, revocable right to access and use the 4Map Application, the deliverables generated for you by 4MAP Application and any applicable paid plan for the use of the Product (“Credit Package”), solely for your internal business purposes. Nothing herein shall grant you the right to use the 4Map Application for any other purpose, or to disclose, reproduce, distribute, modify, make public performance of Product, publicly display the Product, copy for purposes of distribution to the public or create derivative works of the Product. You agree not to, directly or indirectly: (i) use the Product in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms or any applicable law; (ii) disseminate any portion of the Product through electronic means, including mail lists or electronic bulletin boards, without the prior written consent of 4M; (iii) integrate or combine the Product, in whole or in part, with any other service, software or hardware not delivered or pre-approved in writing by 4M; (iv) commingle any portion of the Information (as defined in section 12 below) with any other information and shall not change, edit, modify or alter any portion of the Information incorporated in the Product or add to, copy or extract content and/or data from or produce summaries of the Product or any content therein nor any kind of distribution of the Information outside of your organization other than as expressly provided herein; (v) access and/or use any Product in order to build a competitive product or service, including creating any indices therefrom; (vi) conceal or remove any copyright or proprietary notices or any other 4M or third party indicia, if any, fixed or attached or contained in Product; (vii) use 4M in any advertising or promotional materials nor mention 4M as a data source to any third party unless approved by 4M in writing or required under applicable law; or (viii) allow and/or enable a third party to do any of the aforementioned. You further certify that the Product will not be rented, sold, leased, sublicensed, assigned, distributed or otherwise transferred (other than as permitted pursuant to these Terms). 4M retains the sole and absolute ownership of the Product, including all right, title and interest in and to any and all intellectual property rights embodied therein, and except as expressly set forth herein, no rights and no license is granted to you or to be implied as granted to you under these Terms.
3.1 Fees. You will pay 4M all fees associated with and depend on the Credit Package selected by you (the “Fees”). 4M does not represent or warrant that a particular Credit Package will be offered indefinitely and, to the fullest extent permitted under applicable laws, reserves the right to change the prices or the packages for or alter the coverage scope or options in a particular Credit Package without prior notice. Any payments or fees paid under these Terms are non-refundable. All amounts payable will be made in US Dollars, without setoff or counterclaim, and without any deduction or withholding.
3.2. Payment Method. When you purchase a Credit Package, you must provide accurate and complete information for a valid payment method that you are authorized to use. You will be billed for your Credit Package through either the payment method acceptable to 4M and which you provide, such as a credit card, ACH or through an intermediary provider we use, such as Stripe (“Agent”). You must promptly notify 4M of any change in your invoicing address and must update the Account with any changes related to your payment method.
3.3. Late Fees & Collection Costs. If 4M does not receive payment via the payment method you designated (e.g. if your credit card is denied), you agree to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You will reimburse 4M of any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by 4M to collect any amount that is not paid when due. 4M may accept payment in any amount without prejudice to 4M right to recover the balance of the amount due or to pursue any other right or remedy.
3.4. Taxes. The Fees exclude all sales, value added and other taxes and duties imposed with respect to the sale, delivery, or use of any Product covered hereby. Unless you provide a valid, signed certificate or letter of exemption for each respective jurisdiction of its tax-exempt status, you are solely responsible for payment of all taxes, levies, duties, assessments, including but not limited to value-added, sales, use or withholding taxes, assessed or collected by any governmental body (collectively, “Taxes”) arising from 4M provision of the Product hereunder, except any taxes assessed on 4M net income. If 4M is required to directly pay or collect Taxes related to your use of the Product hereunder, you agree to promptly reimburse 4M for any amounts paid by 4M.
3.5. Invoices. Billing and invoices will be issued in the form determined by 4M (including as updated from time to time). 4M reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. You agree to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice to: email@example.com. If you do not bring such problems/discrepancies to our attention within thirty (30) days, you agree to waive your right to dispute such problems or discrepancies.
You acknowledge that all proprietary and intellectual property rights in or related to the 4Map Application, as well as all other information disclosed by 4M to you or otherwise obtained by you which is, directly or indirectly, related to 4M or its business, are and will remain the exclusive property of 4M, whether or not specifically recognized or perfected under the laws of the jurisdictions in which the Product is used, and that 4M will own all rights in any copy, Feedback (defined below), modification, adaptation or derivation of the Product and other items of its intellectual property rights, including any improvement or development thereof (including if conceived or suggested by you). Except as expressly stated in section 2 of these Terms, nothing hereunder shall be construed as granting any right, warranty or license by implication or otherwise under any patent, copyright, know-how or design rights, or other form of protection of industrial or intellectual property, or as creating any obligation on the part of 4M to enter into any business relationship whatsoever or to offer for sale any service or product.
You hereby irrevocably convey to 4M all right, title and interest to any modification, adaptation, Feedback (defined below), innovation, derivation, improvement or development made to the 4Map Application at your request or based on your ideas or proposals and you hereby waive any and all rights of attribution, paternity or “moral rights” related thereto in any jurisdiction throughout the world. You shall take such actions as are necessary to carry out the foregoing assignment.
It is further agreed that to the extent you provides 4M suggestions, comments or feedback (whether orally or in writing) with respect to the 4Map Application (the “Feedback”), you acknowledge that any and all rights, including intellectual property rights in such Feedback shall belong exclusively to 4M and that such Feedback shall be considered 4M's Confidential Information and you hereby irrevocably transfer and assign to 4M all intellectual property rights in such Feedback and waive any and all moral rights that you may have in respect thereto. It is further understood that use of Feedback, if any, may be made by 4M at its sole discretion, and that 4M in no way shall be obliged to make use of any kind of the Feedback or part thereof.
These Terms shall become binding as of the date the applicable Credit Package purchased by you has been executed by you and 4M, and shall remain in effect for 12 months thereafter (the “Initial Term”), unless otherwise provided in a written agreement between the parties. The term of these Terms will automatically renew for subsequent annual terms (each, a “Renewal Term”) unless a party notifies (in writing) the other party of its intent not to renew these Terms at least sixty (60) days prior to the expiration date of the Initial Term or a Renewal Term, as the case may be. The Initial Term and Renewal Term(s) shall collectively be defined as the “Term” of these Terms. Upon termination or expiration of the effect of these Terms as between you and 4M, you will immediately cease use of the Product. Sections 1-5, 8, 9, 11-16, 19, 21-23 shall survive any expiration or termination of these Terms.
7. Definition of Confidential Information
For the purposes of these Terms the term “Confidential Information” shall include all business, technical, financial or otherwise proprietary information provided by a party to the other party (which may collectively include, by way of illustration, but not limitation, proprietary and confidential information, ideas, samples, techniques, methods, technology, works of authorship, models, inventions.
A party shall not disclose the other party’s Confidential Information to any third party. Each Party shall keep the other party’s Confidential Information confidential using the same degree of care used to protect its own confidential information, and in no event less than a reasonable degree of care. Upon termination of these Terms or upon request made by a party, the other party will return or destroy (and certify such destruction) all of the other party’s Confidential Information, including all documents and media containing such Confidential Information, and all copies or extracts thereof. A party shall not have any duty to maintain in confidence any information that: (a) is publicly available without restriction through no fault by it; (b) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information, as evidenced by written documentation; (c) was rightfully in its possession without restriction prior to its disclosure by disclosing party, as evidenced by written documentation; or (d) was independently developed by it without access or reference to the other party’s Confidential Information, as evidenced by written documentation. Notwithstanding the foregoing, a party may disclose Confidential Information if required by law, or by order of a court of competent jurisdiction, provided that (to the extent permitted by law) it shall provide to the other party prompt written notice of such requirement sufficient to allow 4M to seek a protective order. If such order is not given, you shall only disclose that portion of such party’s Confidential Information that its counsel advises is legally required to be disclosed. The duty to protect Confidential Information shall expire three (3) years from the date of termination of these Terms.
9. Consent to Collection and Use of Data
9.1 Use of Product and Related Services. While using the Product, you acknowledge that 4M and its subsidiaries may collect, use, store, transmit, process or analyze, diagnostic, technical, and usage logs and information about your use of the Product for general diagnostic, usage data and performance statistics (collectively, “Usage Data”). Our use of such information shall be for the purpose of: (i) providing our Product to you, and (ii) when used on an aggregated or otherwise de-identified basis also for the purpose of development, improvement and optimization of our Product(s) and services, wherein such use shall not identify any specific natural person or organization.
4M shall provide you with technical support for the Product via electronic mail at: firstname.lastname@example.org, during 4M’s normal business hours, which shall cover no less than Monday through Friday 9:00 AM to 5:30 PM, in 4M’s local time zone (PCT). You agree that, at your sole discretion, 4M may adjust or change its technical support policies (including but not limited to), its support service hours, applicable support services fees and the scope of the support services provided.
11. Representations and Warranties
You hereby represent and warrant to 4M that: (a) the execution, delivery and performance of these Terms by you have been duly authorized by all necessary corporate action; (b) the execution, delivery and performance of these Terms by you does not violate, conflict with or constitute a breach of, any applicable law, rules and regulations, the organizational documents (if you are acting on behalf of a company) or any order, decree or judgment of any court, tribunal or governmental authority binding on you; (c) your use of the Product shall at all times comply with these Terms and applicable laws; (d) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist supporting country; and (e) User is not listed on any U.S. Government list of prohibited or restricted parties.
12. Disclaimer of Warranties
The information presented in the 4Map application (“information”) is complied by 4M via the use of multiple sources which are not under 4M’s reasonable control. While 4M uses significant efforts to ascertain such information, and notwithstanding such effort, all information which is provided to you via or in connection with the product is provided on an “as-is” and “as available” basis without warranties of any kind, including without limitation, whether express or implied, including the warranty of merchantability, and fitness for a particular purpose or accuracy. 4M does not warrant that the 4Map application will be delivered or performed error-free or without interruption. Any information provided via the use of the 4Map application is for informational purposes only and despite 4M’s efforts, may not be accurate, complete, up to date, or applicable for any specific case. The information may also include typographical errors. Hence, when using the 4Map application or any information provided therein or arising therefrom, you must always follow additional appropriate safeguards, including without limitation, any engineering or other fitting due diligence activities, including without limitation, utilizing safe digging methods prior to performing excavations, potholing by hand to determine the precise location of any utility. 4M makes no guarantee or warranty as to the accuracy or completeness of the information or results to be obtained from, accessing and using the 4Map application or that the information relates to all the subsurface utilities are accurate nor error-free.
Any consequence of any decision you make based on the information (in whole or in part), presented by 4M is entirely your own responsibility. 4M assumes no responsibility to you or any third party for any errors. To the maximum extent permitted by applicable law, 4M expressly disclaims any and all conditions, representations, warranties, guarantees or endorsements, whether express, implied or statutory, regarding the product, the information, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title or any implied warranties arising from course of dealing or performance or any warranties that the product is free from defects or meets any standard of workmanship or customary quality or fitness. You acknowledge that you have not entered into these terms in reliance upon any such warranty or representation, except as specifically set forth herein.
You will defend 4M, and its affiliates, officers, directors, employees and agents (“Indemnified Parties”) against any claim, demand, suit or proceeding made or brought against the Indemnified Parties by a third party alleging (a) that your use of the Product is in breach of these Terms or violates applicable law; or (b) any demand for compensation or benefits, or any other claim (including claims arising out of or related to bodily injury and/or death), related to your use of the Product or decision based on the Product (collectively, a “Claim Against Indemnified Parties”), and will indemnify the Indemnified Parties from any damages, losses, attorney fees and costs incurred by the Indemnified Parties as a result of a Claim Against Indemnified Parties. The Indemnified Parties will: (1) promptly give you written notice of the Claim Against the Indemnified Parties; (2) give you sole control of the defense and settlement of the Claim Against the Indemnified Parties (except that you may not settle any Claim Against the Indemnified Parties unless it unconditionally releases the Indemnified Parties of all liability); and (3) give you all reasonable assistance at your cost.
15. Disclaimer of Liability
In no event shall either party, its directors, officers, employees, agents or representatives be liable for or obligated to pay any claims, losses, costs, expenses or damages whatsoever, including any direct, indirect, special, incidental, consequential, punitive, exemplary or similar damages, including, but not limited to, loss of data, business interruption, or loss of anticipated revenue, product or contract, arising out of or in connection with any use of the product, or with any use of any information presented in 4Map application, even if advised of the possibility of such damages. You accept sole responsibility for any damage (whether to property, body injury or death) that may arise from or results from any use or reliance on the product (or any information provided therein) and 4M shall not be liable to any such damage caused to a person or property. Your sole and exclusive remedy is to discontinue using the product. To the maximum extent permitted under applicable law, in no event shall 4M’s total aggregate liability for any claim arising out of or related to these terms or the product or use thereof by any person or entity exceed the amount of fifty dollars ($50.00).
4M may issue a press release, case study, or general marketing communications concerning our involvement with any User, including identifying the User as a customer of 4M in any 4M corporate sales presentations, trade shows and websites. 4M shall remove any use of the User name and logo upon written request. User agrees to provide a reasonable level of cooperation and assistance in connection with development and publication of a case study (if applicable) related to User’s use of the Product.
17. Changes to these Terms
4M may modify, alter or otherwise update these Terms from time to time, without notice, by updating this posting. The date of the last modification will appear at the top hereof. You hereby agree to review the Terms from time to time and to be bound by such Terms as are in effect at the time when you access our website and use the Product.
Any notice required or permitted by these Terms shall be served in writing to 4M or to you (as applicable) to the attention of “Legal Department” at: email@example.com and shall be effective upon its delivery by email, courier or delivery service, or first class United States mail, return receipt requested (effective upon receipt).
You may not assign or otherwise transfer your rights and obligations (in whole or in part) under this Agreement to any person or entity without 4M prior written consent, which shall not be unreasonably withheld or delayed. 4M may freely assign these Terms and any data provided by you in connection with your use of the Product to any affiliate and/or third party (including in connection with any event that constitutes a change of control in 4M, including by means of merger, acquisition, or purchase of substantially all of its assets. This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns.
Except for your payment obligations under these Terms, neither party shall be held responsible for any delay or failure in performance of any of its obligations under these Terms, to the extent such delay or failure is caused by conditions beyond its reasonable control including acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), epidemic, acts of terrorism, wars or insurrections (“Force Majeure Event”). It is agreed that if, due to Force Majeure Event or its consequences, 4M is unable to provide access to the Product, then 4M shall refund to you the fees actually paid for the Product which has not yet been used by you.
Most disputes can be resolved without resort to arbitration. If you have any dispute with 4M, you agree that before taking any formal action you will contact us at: firstname.lastname@example.org and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to the Account). Except for intellectual property, you and we agree to use reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation with us, and good faith negotiations shall be a condition to either party initiating a lawsuit.
These Terms shall be construed and governed by the substantive laws of the State of NY, if there is a dispute between the parties as to matters covered by the Terms, or the validity, enforceability or interpretation thereof, such dispute shall be submitted to the competent court in NY, New York. The provisions of this Section 22 shall not prevent either party from seeking immediate injunctive relief in any court of competent jurisdiction.
You will not export or re-export, either directly or indirectly, any technical data, software, process, product, service, or system obtained from 4M, without first complying with the United States and all other applicable government laws and regulations governing the export, reexport, and import of the Product.
24. Severability; Complete Understanding; Miscellaneous
If any provision of these Terms is found 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 and enforceable. These Terms, including any appendices made effective pursuant to these Terms and any additional rights accompanying the Product, constitutes the entire agreement between the parties, supersedes all prior oral or written communications or representations. Except as expressly set forth herein, any waiver or amendment of any provision of these Terms shall be effective only if in writing and signed by authorized representatives of both parties. These Terms Agreement is between 4M and you. No third-party beneficiaries are intended. You will comply with all applicable (i) data privacy laws, and (ii) anti-corruption laws, including those that prohibit the promise, the payment, the authorization of, or the giving directly or indirectly of money or things of value to any person or entity for the purpose of inducing or rewarding any favorable action or inaction related to the Agreement or the parties' relationship hereunder.