4M Analytics Terms of Use

THESE TERMS OF USE (“TERMS”) CONSTITUTE A BINDING AGREEMENT BETWEEN THE COMPANY OR LEGAL ENTITY IDENTIFIED IN THE ORDER FORM OR THE PURCHASE ORDER (“YOU”, “CLIENT” OR “USER”) AND 4M ANALYTICS INC. (TOGETHER WITH ITS SUBSIDIARIES AND AFFILIATES, “4M”). PLEASE READ THESE TERMS CAREFULLY AS THEY GOVERN CLIENT’S USE OF THE 4MAP APPLICATION (DEFINED BELOW). 

By accepting these Terms, You represent and warrant that You have the legal authority to bind the company or legal entity you represent. If You are an individual accepting these Terms on behalf of a company, You further represent that You are of legal age and have the necessary authorization to do so.

“4Map Application” or “Product” as used in these Terms means a web-based product that provides utility mapping deliverables, along with unique content, data analytics tools, and any associated documentation or downloaded materials, graphics, images, and metadata in geographical area(s) to be designated by you.

“Deliverables” or “Output” as used in these Terms means all output generated by or for Client through Client's access to and use of the 4Map Application, including maps, reports, exports, files, and other deliverables (in any format) that incorporate, reflect, are derived from, or are generated using the Product.

“User” or “Users” means the individuals who are authorized by Client to use and/or access the Product under Client's subscription, each of whom must create and use a unique Account (as defined in Section 2).

"4M Data" means all utility infrastructure data, compilations, databases, source data, metadata, and other information that are collected, licensed, aggregated, curated, or developed by or for 4M, including, but not limited to, those available on or retrieved from the Product, and all updates, corrections, enhancements, and derivative data thereof, and all intellectual property and proprietary rights therein.

1. Intended Use

The Product is intended to support the safe planning, design, and execution of subsurface activities, including excavation and infrastructure deployment, in furtherance of 4M’s mission to reduce the risk of damage to underground infrastructure, improve public safety, and minimize economic, environmental, and operational losses associated with unintentional utility strikes. The use of accurate subsurface data contributes to the prevention of accidental damage to utilities, enhances worker and public safety, and reduces disruption to essential services.

2. Access to the Product

Subject to your compliance with these terms and conditions, each User is required to create a unique username and set a password for their account (the “Account”) to access and use the Product. Usernames or passwords cannot be shared in any way or with anyone. You will notify 4M immediately of any unauthorized use of your Account upon actual notice of such unauthorized use.

3. Rights and Restrictions

Subject to your compliance with these Terms, 4M 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 Product and the Deliverables, solely for your legitimate business purposes. User may incorporate, disclose, and make available the Output as part of its professional services and ordinary course of business activities, including bids, proposals, designs, estimates, project deliverables, procurement processes (including RFPs and RFIs), and related work performed for its customers. Any access to the 4Map Application provided to third parties (other than user’s employees,  contracted designee or approved agent) shall be limited to view-only access to the Output and shall not permit such parties to access, operate, or otherwise use the 4Map Application or to generate additional outputs. Any such disclosure to third parties must be as part of a broader work product and not as a standalone database, dataset, or collection of raw data. Client remains fully responsible for ensuring compliance by all such third parties with these Terms. Client shall not sell, license, sublicense, monetize, or otherwise commercially exploit the Product, the Output or the underlying data as a standalone product or service, nor use them to build, train, populate, or enhance any database, dataset, index, or other data asset intended for resale, redistribution, or for developing or offering a product or service that competes with 4M. When Output is shared or made available to any third party, User shall include a reasonable attribution indicating that 4M Data was sourced from 4M. Further, Client shall not, and shall not permit any third party to, use any 4M Data (including any data, images, annotations, labels, outputs, or other information derived from them) to train, fine-tune, validate, or improve any machine learning or artificial intelligence models (including foundation models), or to create any generalized datasets, benchmarking sets, or similar reusable assets. Except as expressly permitted herein, all right, title, and interest in and to the 4Map Application, the Product, the Output, and the underlying 4M Data, including all intellectual property rights therein, remain solely with 4M, and no rights or licenses are granted by implication.

Any violation of this Section shall constitute a material breach of these Terms. Without limiting any other rights or remedies available to 4M under these Terms or applicable law, in the event of such breach, 4M shall be entitled to immediately suspend or terminate your access to the Product and/or terminate these Terms effective upon written notice to Client.

4. Fees, Payment, Taxes and Invoicing

4.1 Fees

Client agrees to pay 4M all fees associated with the services it chooses (the “Fees”). Any payments or fees paid under these Terms are non-refundable. All payments due shall be made in US Dollars, free and clear of any setoff or counterclaim, and without any deduction or withholding.

4.2 Payment Method

The Client shall provide accurate and complete information for a valid payment method that it is duly authorized to use. Client will be billed through the payment method acceptable to 4M. Client must promptly notify 4M of any change in its invoicing address and must update the Account with any changes related to its payment method.

4.3 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 Client provides a valid, signed certificate or letter of exemption for each respective jurisdiction of its tax-exempt status, Client is 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 Client’s use of the Product hereunder, Client agrees to promptly reimburse 4M for any amounts paid by 4M.

4.4 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, provided that the Client shall have the opportunity to dispute such alleged errors or mistakes prior to any obligation to pay additional Fees. Client agrees to notify 4M about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice to: billing@4m-a.com. If Client does not bring such problems/discrepancies to our attention within thirty (30) days, Client agrees to waive its right to dispute such problems or discrepancies.

5. Intellectual Property

As between the parties, 4M retains and shall exclusively own all rights, title, and interest in and to the Product, Deliverables and all 4M Data . For clarity, Output may include or reflect 4M Data. No right, title, or interest in 4M Data is sold, assigned, or transferred to Client, and no rights in 4M Data are granted except as expressly set forth in these Terms. 4M will own all rights in any copy, Feedback (defined below), modification, adaptation or derivation of the Product, 4M Data and the Deliverables, including any improvement or development thereof (whether (or not) conceived or suggested by Client). To the extent any of 4M’s proprietary or intellectual property rights do not automatically vest in 4M, Client agrees to provide reasonable assistance to effectuate and confirm such rights. Client also irrevocably waives all rights of attribution or similar “moral rights” that may apply, to the extent permitted by applicable law.

6. Product Feedback

It is further agreed that to the extent Client provides 4M suggestions, comments or feedback (whether orally or in writing) with respect to the 4Map Application (the “Feedback”), Client acknowledges 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 Client hereby irrevocably transfers and assigns to 4M all intellectual property rights in such Feedback and waives any and all moral rights that it may have in respect thereto. It is further understood that use of the Feedback, if any, may be made by 4M at its sole discretion and without any liability or cost of any kind to Client, and that 4M in no way shall be obliged to make use of any kind of the Feedback or part thereof.

7. Term and Termination

These Terms shall become effective and binding as of the date the Client purchases the subscription or Services and an agreement or Order Form is executed by both the Client and 4M. Unless otherwise set forth in a written agreement between the parties, these Terms shall remain in effect for twelve (12) months (the “Initial Term”). Unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Term, these Terms shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term”). The Initial Term and Renewal Term(s) shall collectively be defined as the “Term”. Upon termination or expiration of these Terms, the Client shall immediately cease all use of the Product. Sections 3-5, 8, 9, 11-15, 18 and 20 shall survive any expiration or termination of these Terms. Following the termination of these Terms, Client, User, its employees or any external authorized users shall retain access to the 4Map Application solely for the purpose of viewing the Deliverables.

8. Definition of Confidential Information

For the purposes of these Terms, the term “Confidential Information” shall include any 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, and inventions).

9. Confidentiality

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 the disclosing party to seek a protective order. If such order is not given, disclosure shall be limited to that which is legally required to be disclosed (as determined by the advice of the disclosing party’s legal counsel). The duty to protect Confidential Information shall expire three (3) years from the date of termination of these Terms.

10. Consent to Collection and Use of Data

10.1 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 any legitimate business purpose, including but not limited to: (i) providing our Product to you, (ii) development, improvement and optimization of our Product(s) and services, (iii) creating derivative works or new products, and (iv) marketing and business analytics, provided that when used for purposes other than providing the Product to you such information shall be used only in an aggregated and de-identified form, wherein such use shall not identify any specific natural person or organization.

10.2 Privacy Policy

Usage Data collected pursuant to this Section 10 will be treated in accordance with 4M’s Privacy Policy, which is incorporated by reference into these Terms and which can be viewed here: Privacy Policy.

11. Support

Technical support shall be provided in accordance with 4M’s Service Level Agreement (“SLA”), which can be made available upon request by emailing support@4m-a.com. You acknowledge and agree that 4M may update or modify its SLA from time to time at its sole discretion.

12. Representations and Warranties

Client hereby represents and warrants to 4M that: (a) the execution, delivery and performance of these Terms by Client 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 the U.S. Government has designated it as a terrorist supporting country; and (e) Client is not listed on any U.S. list of prohibited or restricted parties.

13. DISCLAIMER OF WARRANTIES

THE 4M DATA PRESENTED IN THE 4MAP APPLICATION IS COMPILED BY 4M USING MULTIPLE SOURCES THAT ARE NOT UNDER 4M’S REASONABLE CONTROL. WHILE 4M MAKES COMMERCIALLY REASONABLE EFFORTS TO VERIFY SUCH DATA, ALL INFORMATION PROVIDED VIA OR IN CONNECTION WITH THE PRODUCT IS SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY. 4M DOES NOT WARRANT THAT THE 4MAP APPLICATION WILL OPERATE UNINTERRUPTED OR ERROR-FREE. ANY 4M DATA MADE AVAILABLE THROUGH THE 4MAP APPLICATION IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY SPECIFIC USE. ALTHOUGH 4M MAKES REASONABLE EFFORTS TO IDENTIFY AND CORRECT DATA ERRORS IN THE 4MAP APPLICATION AND RELATED DELIVERABLES, 4M DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF THE 4M DATA, THE RESULTS OBTAINED FROM ACCESSING OR USING THE 4MAP APPLICATION, OR THAT THE DATA REFLECTS ALL EXISTING SUBSURFACE UTILITIES. ACCORDINGLY, WHEN USING THE 4MAP APPLICATION OR ANY 4M DATA, YOU MUST IMPLEMENT APPROPRIATE INDEPENDENT SAFEGUARDS AND DUE DILIGENCE MEASURES, INCLUDING, WITHOUT LIMITATION, ENGINEERING REVIEWS AND ACCEPTED INDUSTRY PRACTICES SUCH AS POTHOLING BY HAND AND OTHER AVAILABLE METHODS TO DETERMINE THE PRECISE LOCATION OF UTILITIES PRIOR TO EXCAVATION.

14. Indemnification

14.1 Indemnification by 4M

4M shall defend, indemnify, and hold harmless the Client and its affiliates, officers, directors, and employees from and against any third-party claim, suit, or proceeding (“Third-Party Claim”) to the extent alleging that the Client’s authorized use of the Product infringes any valid intellectual property rights of such third party, and 4M shall pay any damages finally awarded by a court of competent jurisdiction or agreed to in settlement by 4M in connection therewith; provided that the Client: (i) promptly notifies 4M in writing of such claim; (ii) grants 4M sole control of the defense and settlement of the claim (provided that 4M may not settle any claim without an unconditional release of the Client); and (iii) provides reasonable assistance at 4M’s expense.

14.2 Indemnification by Client

The Client shall defend, indemnify, and hold harmless 4M and its affiliates, officers, directors, and employees from and against any Third-Party Claim arising out of or relating to: (i) the Client’s material breach of these Terms; (ii) the Client’s misuse of the Product.

The indemnified party shall: (1) promptly provide written notice of the Third-Party Claim; (2) allow the indemnifying party sole control of the defense and settlement of the claim (provided that no settlement admits fault or imposes obligations on the indemnified party without its prior written consent); and (3) provide reasonable cooperation at the indemnifying party’s expense.

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 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 THE 4M DATA PRESENTED IN 4MAP APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT ACCEPTS 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, EXCEPT IN CASES OF GROSS NEGLIGENCE OR MISCONDUCT BY 4M. CLIENT SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PRODUCT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE PRODUCT, OR USE THEREOF BY CLIENT OR ANY USER ON ITS BEHALF, EXCEED THE ANNUAL SUBSCRIPTION FEES ACTUALLY PAID BY CLIENT TO 4M DURING THE TERM OF THE TERMS.

16.

Changes to these Terms. 4M may modify, alter or otherwise update these Terms from time to time by providing thirty (30) days advanced written notice to Client. If Client reasonably determines that a modification materially and adversely affects its rights or obligations under these Terms, Client may terminate the applicable Order Form upon written notice to 4M prior to the effective date of such modification. In such event, termination shall be effective as of the effective date of the modification, and Client shall not be liable for fees accruing after such date. Client’s continued use of the Product following the effective date of any modification shall constitute acceptance of the revised Terms.

17. Notice

Any notice required or permitted by these Terms shall be served in writing to 4M or to Client (as applicable) to the attention of “Legal Department” at: info@4m-a.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).

18. Assignment

Neither party shall assign or otherwise transfer its rights and obligations (in whole or in part) under these Terms to any person or entity without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the above, 4M may assign these Terms to its affiliate and/or in the event that constitutes a change of control in 4M, including by means of merger, acquisition, or purchase of substantially all of its assets. These Terms shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns.

19. Force Majeure

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, pandemic, acts of terrorism, wars or insurrections (“Force Majeure Event”).

20. Dispute Resolution and Governing Law

Most disputes can be resolved without resorting to arbitration. If You have any dispute with 4M, You agree that before taking any formal action, You will contact us at: info@4m-a.com 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, both You and 4M agree to make reasonable efforts to settle any dispute, claim, question, or disagreement through direct communication and good-faith negotiations. Such negotiations must take place before either party initiates a lawsuit. If these discussions do not resolve the issue, the parties agree to submit the matter to arbitration. The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, as in effect at the time the dispute is submitted to arbitration. The arbitration panel shall consist of a single arbitrator selected in accordance with AAA rules. The arbitrator shall have experience in the technology and software industry. The award rendered by the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may seek provisional remedies, including temporary restraining orders or preliminary injunctions, in any court of competent jurisdiction to protect its intellectual property rights, pending the resolution of the dispute through arbitration. The parties agree to bear their own costs and expenses, including legal fees, in connection with the arbitration, except as may be awarded by the arbitrator in the final award.

These Terms and any dispute submitted to arbitration shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any court of competent jurisdiction located in New York, New York, shall have exclusive jurisdiction to enforce any arbitration award or to grant provisional remedies in aid of arbitration.

21. Export Control

Client shall not export or re-export, directly or indirectly, any technical data, software, process, product, service, or system obtained from 4M without first complying with all applicable United States and other governmental laws and regulations governing the export, re-export, and import of the Product.

22. Severability; Complete Understanding; Miscellaneous

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Terms shall remain in full force and effect. These Terms, together with any amendments, addenda, or exhibits executed in accordance herewith, constitute the entire agreement between the parties and supersede all prior and contemporaneous oral or written agreements, communications, or representations relating to the subject matter hereof. Except as expressly set forth herein, no waiver or amendment of any provision of these Terms shall be effective unless in writing and signed by authorized representatives of both parties. These Terms are entered into solely between 4M and Client. Nothing herein is intended to confer any rights or remedies upon any third party. Client shall comply with all applicable (i) data protection and privacy laws, and (ii) anti-corruption laws, including laws prohibiting the offering, promising, authorizing, or giving, directly or indirectly, of anything of value for the purpose of obtaining or retaining business or securing any improper advantage in connection with these Terms.