DATA DISCLAIMER: Tech Maven Geospatial, LLC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT in this Mobile App,Desktop App Earth Explorer 3D Map App

 We do our best to make sure we have appropriate access to the data we are listing/including and that it represents the best available information. Any conclusions drawn from the provided information are the responsibility of the user. The information you are about to access was derived from many sources and subject to the terms and attribution requirements of each data provider. Report errors and omissions to the source data providers. Data that you upload to our server for conversion will be periodically removed we do not keep your data or share your data. Certain Content is provided under licenses and api keys from third parties and is subject to copyright and other intellectual property rights owned by or licensed to such third parties. You may be held liable for any unauthorized copying or disclosure of this Content. Do not use this site for illegal activities. Acceptable and Fair Use – Apart from any license granted to by third parties data providers, your use of the Content may be acceptable under principles of “fair use.” Fair use is a concept under copyright law in the U.S. that, generally speaking, permits you to use a copyrighted work in certain ways without obtaining a license from the copyright holder. There are similar, although generally more limited, concepts in other countries\’ copyright laws, including a concept known as “fair dealing” in a number of countries. THIS SOFTWARE IS PROVIDED by TECH MAVEN GEOSPATIAL “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. DATA ATTRIBUTION: Tech Maven Geospatial, LLC Mobile Apps utilize premium free and paid data from multiple providers This page is about the source and attribution requirements The default basemap in the app is sourced from Open Map Tiles (http://openmaptiles.com) is included part of our paid annual subscription for their offline mbtiles. (Open Street Map Vector Tiles, Contour Line Vector Tiles, Hillshade Raster Tiles, Satellite Imagery Raster tiles). The data is subject to the following attribution requirements: https://openmaptiles.com/terms/ The OpenMapTiles has a strict requirement of attribution on the produced maps regardless of using the free, purchased or self-generated map tiles. It is an important part of the sustainability strategy. By using OpenMapTiles data you agree to provide such attribution on the maps you display. Exemption from the OpenMapTiles attribution requirement can be granted commercially in a written form by Klokan Technologies GmbH (sales@maptiler.com). The standard production package or individual purchase of the data does not provide such exemption. For a browsable electronic map based on the OpenMapTiles and OpenStreetMap data, the credit should appear in the corner of the map. It is required to indicate: © MapTiler © OpenStreetMap contributors For printed maps, images or video recording a similar attribution should be made in a clearly visible textual description near the map, in the same fashion as if you cite a photograph. Please ensure your application complies to data attribution requirements for datasets such as Satellite, contours, hillshading and terrain derived from DEM. No warranties The map data and software are provided “as is” without warranties or conditions of any kind, whether oral or written, express or implied. By downloading or ordering the data or purchasing the production package you confirm you have verified the quality of the data in the public preview and you accept it is of sufficient quality for your use case. Limitation of Liability Except to the extent prohibited by law, in no event shall the OpenMapTiles team or Klokan Technologies GmbH be liable for direct, indirect, special, incidental, consequential or other damages (including lost profit or lost data) arising out of the use, inability to use, or the results of the use of our data or software, whether based on warranty, contract, tort or other legal theory, and whether or not advised of the possibility of such damages. Tech Maven Geospatial, LLC mobile apps also consume online tile servers or offline data from other sources. Stamen http://maps.stamen.com/#toner/12/37.7706/-122.3782 Except otherwise noted, each of these map tile sets are © Stamen Design, under a Creative Commons Attribution (CC BY 3.0) license. We’d love to see these maps used around the web, so we’ve included some brief instructions to help you use them in the mapping system of your choice. These maps are available free of charge. If you use the tiles we host here, please use this attribution: Attribution: For Toner and Terrain: Map tiles by Stamen Design, under CC BY 3.0. Data by OpenStreetMap, under ODbL.<COPY HTML> For Watercolor: Map tiles by Stamen Design, under CC BY 3.0. Data by OpenStreetMap, under CC BY SA. <COPY HTML> If you roll your own tiles from another source you will still need to credit “Map data by OpenStreetMap, under ODbL.” And if you do use these maps elsewhere, please post a tweet to @stamen! Isn’t OSM data provided under the ODbL now? Yes, but the data used in our some of our map tiles pre-dates the license change, so it remains CC BY SA until it’s refreshed. Google Maps https://cloud.google.com/maps-platform/terms/#top_of_page Bing Maps https://www.microsoft.com/en-us/maps/product/print-rights ESRI This app accesses ESRI Publically accessible Tile Server Content is subject to terms of use. ArcGIS Online contains public and shared content that is typically available for your personal or noncommercial use. The specific terms of use for content items are provided in the terms of use for that content. As a content user, it is your responsibility to abide by the content owner’s terms of use. As a content owner, it is your responsibility to clearly define the terms of use in the Terms of Use field of the item page. Permission to reproduce. By sharing content publicly and creating public groups in ArcGIS Online, you expressly grant Esri and end users of ArcGIS Online permission to use, reproduce, prepare derivative works of, and distribute content, subject to any use constraints you provide. Honor all copyright laws. You must not post copyrighted material to ArcGIS Onlineunless you have express permission to do so. This includes but is not limited to maps, layers, services, text, photos, images, and screen captures. You can report copyright violations to Esri through the Digital Millennium Copyright Act Notification page. Participation is at your own risk. You take responsibility for content and groups shared by your user name, and use content at your own risk. Be respectful. Do not use obscene, racist, or sexually explicit language. Esri reserves the right to remove item and group descriptions that are abusive, hateful, or defame or insult anyone. Esri also reserves the right to remove items and groups that are not related to geographic information. Solicitations or advertisements are not allowed. Groups of a commercial nature designed to promote a service or product are not allowed. You may link to other informational websites when relevant to your group or content. Proprietary rights and privacy. Information added to ArcGIS Online is subject to Esri‘s Proprietary Rights Acknowledgment and will be handled in accordance with Esri‘s Privacy Policy. Learn more about the Esri website and service terms of use HERE https://developer.here.com/documentation/map-tile/topics/resource-info.html Thunderforest https://www.thunderforest.com/terms/ Open Street Map https://www.openstreetmap.org/copyright You must also make it clear that the data is available under the Open Database License, and if using our map tiles, that the cartography is licensed as CC BY-SA. You may do this by linking to this copyright page. Alternatively, and as a requirement if you are distributing OSM in a data form, you can name and link directly to the license(s). In media where links are not possible (e.g. printed works), we suggest you direct your readers to openstreetmap.org (perhaps by expanding ‘OpenStreetMap’ to this full address), to opendatacommons.org, and if relevant, to creativecommons.org.

Tech Maven Geospatial

Earth Explorer 3D Map App

We take attribution and use and terms of service rights seriously and do everything in our power to make sure we are meeting these requirements and other legal requirements.  We are fairly including access to online basemaps. In many cases that access is via our Paid or Account based API KEYS that we have for sites.

Open Street Map Vector Tiles

Our Open Street Map Vector Tiles data is provided by OpenMapTiles.com we are a Paid subscriber to their data!

The OpenMapTiles has a strict requirement of attribution on the produced maps – whether you use the free, purchased or self-generated map tiles. It is important part of the sustainability strategy. By using OpenMapTiles you agree to provide such attribution on the maps you display.

Exemption from OpenMapTiles attribution requirement can be granted commercially in a written form by Klokan Technologies GmbH (info@klokantech.com). The standard production package or individual purchase does not provide the exemption.

For a browsable electronic map based on OpenMapTiles and OpenStreetMap data, the credit should appear in the corner of the map. For example:

© OpenMapTiles © OpenStreetMap contributors

For printed maps, images or video recording a similar attribution should be made in a clearly visible textual description near the map, in the same fashion as if you cite a photograph.

Please ensure your application complies to data attribution requirements for datasets such as Satellite, contours, hillshading and terrain derived from DEM.

No warranties

The map data and software are provided “as is” without warranties or conditions of any kind, whether oral or written, express or implied. By downloading or ordering the data you confirm you have verified the quality of the data in the public preview and you accept it is of sufficient quality for your use case.

Limitation of Liability

Except to the extent prohibited by law, in no event shall the OpenMapTiles team be liable for direct, indirect, special, incidental, consequential or other damages (including lost profit or lost data) arising out of the use, inability to use, or the results of the use of our data or software, whether based in warranty, contract, tort or other legal theory, and whether or not advised of the possibility of such damages.

Microsoft BING Basemaps

1. What does this Contract cover? This is a contract between you and Microsoft Corporation (“Microsoft”). Sometimes you are referred to as “Company”, “you” or “your” and Microsoft is referred to as “we,” “us” or “our”. This Microsoft Bing Maps Platform APIs’ Terms of Use (the “TOU”) applies to the Microsoft Bing Maps Platform APIs listed here and the Maps Platform APIs for the Universal Windows Platform (“UWP”) listed here (collectively, the “Services”).

The rights and obligations that you have under this TOU depend on your use of the Services as follows:

  • If you are using the Services as part of a Bing Maps Agreement that incorporates this TOU by reference, Sections 1, 2 and 3 apply. If you would like to find out more about a Bing Maps Agreement, please contact us here.
  • If you are using the Services as part of a Volume Licensing Agreement, Sections 1, 2 and 4 apply. If you would like to find out more about a Volume Licensing Agreement, please contact us here.
  • If you are using the Services only for Education or Non-Profit Organization Use (as defined in Section 2), Sections 1, 2, 5 and 8 apply.
  • If you are using the Services only for Limited Website and Consumer App Use (as defined in Section 2), Sections 1, 2, 6 and 8 apply.
  • If you are using the Services only for Limited Commercial Windows App Use (as defined in Section 2), Sections 1, 2, 8 and 9 apply.
  • If you are using the Services only for Windows App and Windows Phone App Development (as defined in Section 2), Sections 1, 2, 8 and 10 apply.
  • If you are using the Services as part of an Azure Marketplace subscription, Sections 1, 2 and 12 apply.
  • If you are using the Services as part of Cognitive Services Labs APIs, Sections 1, 2 and 7 apply.
  • If you are using the Services only for Broadcast, the Bing Maps Media, Entertainment and Broadcast Use Terms of Use apply.

2. Definitions. Wherever used in this TOU with the first letter capitalized, these terms have the following defined meanings:

  • “Access Credentials” means the unique credentials provided to Company by Microsoft for use with the Services.
  • “Affiliate” means, with respect to an entity, any person or entity that directly or indirectly owns, is owned by, or is under common ownership with that entity. For purposes of this definition, ownership means control of more than a 50% interest in an entity.
  • “Agreement” means the Bing Maps Agreement and/or Volume Licensing Agreement.
  • “Asset” means one of any of the following classes: vehicle, device or other mobile object.
  • “Billable Transaction” means any of the following (with all capitalized terms as defined in the Bing Maps Platform SDKs or the Microsoft Bing Maps Platform APIs’ Terms of Use): (a) web services methods including, but not limited to, Premium Services, Imagery, Route, Geocode, Spatial Data and Search Services; (b) a session in the Bing Maps Web Control, Bing Maps Windows Presentation Foundation API, or Bing Maps Silverlight Control API; and (c) any new Services functionalities may constitute a Billable Transaction as described in the SDKs. All use of the Services in Company Applications under Section 4.9(a)(i) and/or (ii) by agents or franchisees of Company, must be controlled and branded by Company including all use of the Bing Maps Platform APIs.
  • “Bing Maps Agreement” means a separately executed Bing Maps agreement(s) that incorporates this TOU including the Microsoft Service Order under the Bing Maps Platform API’s Terms of Use, Microsoft Service Agreement for Bing Maps Platform APIs and Microsoft Service Order for Bing Maps Platform APIs and all predecessor or future agreements, including agreements formerly known as the Microsoft License Agreement for MapPoint Web Services, Microsoft Service Agreement for the Virtual Earth Map Control and the MapPoint Web Service, Microsoft MapPoint Web Service Agreement – Service Order, and Service Order for Microsoft Virtual Earth Map Control and the MapPoint Web Service.
  • Bing Maps Auto Suggest API” means the API that returns information such as place name or address based on partial text string input in order to automatically complete user queries.
  • “Bing Maps Distance Matrix API” means the API that enables developers to generate and calculate travel time and distance information between various origin and destination locations, but without the routing details.
  • “Bing Maps Isochrone API” means the API that calculates the geographical area that can be reached for a given travel time or distance. The result is a time or distance based geographical polygon based on routable networks for driving, walking, and public transit.
  • “Bing Maps Location Recognition API” means the API that, following an input of coordinates, returns business listing info, points of interest data and address associated with such coordinates.
  • “Bing Maps Platform APIs” means collectively the following APIs: Bing Maps Auto Suggest API, Bing Maps Location Recognition API, Bing Maps Web Control, Bing Maps REST Services API, Bing Maps Windows Presentation Foundation Control API, and Bing Spatial Data Services API, including any successors or future versions of such APIs, and any other Bing Maps Platform APIs that Microsoft may offer via the SDKs.
  • “Bing Maps REST Services API” means the services that enable the use of REST URLs to perform tasks such as creating a map with pushpins, geocoding an address, retrieving imagery metadata or calculating a route, all as part of Company Applications, as described in greater detail in the SDKs.
  • “Bing Maps Snap to Road API” means the API that takes a list of longitudes and latitudes and returns a list of objects containing longitude, latitude, speed limit, and street names that forms a route snapped to the roads on the map. Users can request that the points be interpolated, resulting in a path that smoothly follows the geometry of the road.
  • “Bing Maps TOU” is the Bing Maps End User Terms of Use located here or such other locations as Microsoft may specify from time to time, that apply to end users of your Company Application.
  • “Bing Maps Truck Routing API” means the API that gets a truck driving route by specifying a series of geographical location defined by longitude and latitude that is used for navigational purposes. The route includes information such as route instructions, travel duration, travel distance. The API takes into consideration specific requirements for trucks and larger vehicles, e.g. avoiding low bridges, sharp turns, steep gradients, or following restrictions and permits for hazardous material.
  • “Bing Maps Web Control” means the Bing Maps Java Script API that enables developers to create Web sites and mobile Company Applications with imagery and location functionality, as described in greater detail in the SDKs. The Bing Maps Web Control was previously known as the Bing Maps AJAX Control API.
  • “Bing Maps Windows Presentation Foundation Control API” means the programmable control that enables developers to integrate Bing Maps into Company Applications that use Windows Presentation Foundation, as described in greater detail in the SDKs.
  • “Bing Maps for Windows Store Apps API” means the programmable control that enables developers to create immersive Windows Apps Company Applications for Windows offered through the Windows Store, as described in greater detail in the SDKs.
  • “Bing Spatial Data Services API” means the services that enable the use of REST URLs to geocode and reverse-geocode large sets of spatial data and to create and query data sources in Company Applications, as described in greater detail in the SDKs.
  • “Company Application” means the Company’s software application(s) for online services that use the Services as may be further defined in your Agreement.
  • “Content” means the maps, images and other data and third party content that Company is authorized to access via the Services or for the Cognitive Services Labs APIs the maps, data and third party content that Company is authorized to access via the Cognitive Services Labs APIs.
  • “Drive Analytics” means the output of the analysis about an Asset’s movement resulting from a Company Application’s use of latitude/longitude coordinates, street names, and posted speed limits (car or truck) and other legal road use restrictions in order to determine if such Asset is following road compliance signage.
  • “Education or Non-Profit Organization Use” means using the Services with a Company Application that displays results for education or non-profit use, where non-profit organization means a tax exempt organization and education means use by public or private K-12 schools, universities, community colleges or other collegiate level institutions such as vocational schools, trade schools or career colleges, including their faculty, staff, and students, provided that your use is consistent with the terms of Section 5. Further your Company Application must be one of the following: publicly available without restriction (for example, login or password must not be required), available only to current students of your education organization via your private network in order to provide education related services, available internally for free instructional use, or available internally for non-commercial research use. Commercially funded research projects and commercial company use for educational purposes are excluded from Education or Non-Profit Organization Use.
  • “Geofence” means one or more coordinates used to determine whether the location of an Asset has intersected a line or entered or exited a polygon. Examples include a radius of a point, a polyline or a polygon.
  • “Geofencing Alert” means the notification generated when an Asset enters, intersects or exits a Geofence.
  • “Known User” is a user that is provisioned and/or authenticated by Company Application (but not necessarily Company web site or network), for example through the use of usernames, passwords, digital certificates, unique IDs, smart cards, or other identification technology.
  • “Known User Subscription License” means the license granted to a Known User pursuant to an Agreement.
  • “Limited Commercial Windows App Use” means using the Services in a Windows App or Windows Phone App for commercial or government use over a private network under the TOU without entering into an Agreement, provided that (i) your use is consistent with the terms of Section 9; and (ii) your Company Application does not exceed 125,000 cumulative Billable Transactions (which will be free of charge) as defined in the SDK’s, per calendar year, and (iii) your Company Application does not exceed 5 queries per second, calculated as the sum of client-side and server-side queries.
  • “Limited Website and Consumer App Use” means using the Services for commercial, non-commercial or government use (provided that such use is not considered Education or Non-Profit Organization Use as defined in this section) under the TOU without entering into an Agreement, provided that (i) your use is consistent with the terms of Section 6; (ii) your Company Application is available on a web site, mobile web site or a mobile app running in a non-Windows operating system; and (iii) you do not exceed 125,000 cumulative Billable Transactions (which will be free of charge) as defined in the SDKs, per calendar year (iv) your Company Application does not exceed 5 queries per second, calculated as the sum of client-side and server-side queries.
  • “Mobile Asset Management With Routing SKUs” means, collectively, Bing Maps Mobile Asset Management North America with Routing Per Asset; Bing Maps Mobile Asset Management Europe with Routing Per Asset; Bing Maps Asset Management for Windows North America with Routing Per Asset; Mobile Asset Management North America with Routing per Asset; Mobile Asset Management Europe with Routing per Asset; Bing Maps Asset Management for Windows Europe with Routing per Asset; and Mobile Asset Management Rest of World with Routing per Asset.
  • “Mobile Asset Management Without Routing SKUs” means, collectively, Bing Maps Mobile Asset Management North America without Routing Per Asset, Bing Maps Mobile Asset Management Europe without Routing Per Asset and Bing Maps Mobile Asset Management Rest of World without Routing Per Asset.
  • “Premium Services” means the Bing Maps Distance Matrix API, Bing Maps Isochrone API, Bing Maps Snap to Road API, and Bing Maps Truck Routing API.
  • “SDKs” means the software development kits applicable to the Services, located here, including all updated and replacement development kits.
  • “Services” means the Bing Maps Platform APIs, Premium Services, and UWP Maps Platform APIs to be provided by Microsoft.
  • “Volume Licensing Agreement” means a separately executed Microsoft Volume Licensing Agreement (such as an Enterprise Agreement or Microsoft Business and Services Agreement) that includes licensing of the Services and incorporates this TOU.
  • “Windows App” means using the Services in a Company Application (i) built upon the UWP which runs exclusively across Windows platforms and/or (ii) which runs exclusively on the Windows 8.x and earlier operating systems.
  • “Windows Phone App” means using the Services in a Company Application which runs exclusively on the Windows Phone 8.x and earlier operating systems.

3. Use with a Bing Maps Agreement. If you have separately entered into a Bing Maps Agreement, the following terms also apply to your use of the Services. Please note that we do not provide warranties for the Services under this section. This TOU also limits our liability. These terms are in Sections 3.8 and 3.9 and we ask you to read them carefully.

  • 3.1. License Rights. In exchange for the fees set forth in your Bing Maps Agreement and subject to your compliance with Sections 1, 2, and 3 of this TOU, you may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs. You will set the user region parameter in the Services in compliance with applicable laws, including those regarding mapping, of the country where the Content is made available. Your use shall be subject to any additional restrictions or rights included in your Bing Maps Agreement. In the event of any conflict between this TOU and your Bing Maps Agreement, the Bing Maps Agreement shall prevail. In using the Services and developing Company Applications you must: obey the law (including local, state, federal or other applicable consumer privacy regulations); not violate the rights of any third party; and obey any codes of conduct or other notices we provide. For a session in the Bing Maps Web Control or Bing Maps Windows Presentation Foundation API, the session will be considered a single Billable Transaction beginning with the load of any of the aforementioned controls and ending when the control is unloaded or disposed for up to 25 transactions (thereafter each otherwise Billable Transaction in a session will be charged as a separate Billable Transaction).
  • 3.2. General Restrictions. We do have some restrictions on your use of the Services. In developing Company Applications, and in using the Services, you may not, nor may you permit your customers to:
    • (a) Upload any content to the Services, or use the Services to display or perform in your Company Application, any content:
      • for which you do not have all necessary permissions from the copyright holder(s);
      • which includes nudity or is obscene, indecent, pornographic or libelous;
      • which is intended to exploit minors in any way;
      • which incites, advocates, or expresses hatred, bigotry, racism, or gratuitous violence; or
      • which is intended to threaten, harass, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so.
    • (b) Copy, store, archive, or create a database of the Content, except that geocodes may be stored locally only for use with your Company Applications.
    • (c) Use Content, including geocodes, other than via an authenticated call to the Services and/or in conjunction with a Bing Map.
    • (d) Present or alert an end user to individual maneuvers of a route in any way that is synchronized with the end-user’s sensor-based position along the route (e.g. turn by turn navigation that tracks end-user’s position using GPS and communicates a maneuver as the end-user approaches the location for such maneuver).
    • (e) Change, obscure, or minimize any logo, trademark, copyright or other notice of Microsoft or its suppliers, or digital watermarks in the Content; except that we may make alternative logo, trademark and copyright attribution requirements available for use with small maps or on small devices; if available you will find them here.
    • (f) Use the Services for business asset tracking, fleet management, or dispatch including, without limitation, to monitor or track the location or movement of Asset(s), including to provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods, unless such use is specifically allowed in your Bing Maps Agreement, provided you may use the Services to track Assets only when lost, stolen or experiencing mechanical difficulties.
    • (g) Use Content that consists of points of interest data to generate sales leads information in the form of ASCII or other text-formatted lists of category-specific business listings which (i) include complete mailing address for each business; and (ii) contain a substantial portion of such listings for a particular country, city, state or zip code region.
    • (h) Use Content other than in combination with the Services and not separately.
    • (i) Transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products, services or materials.
    • (j) Violate any applicable U.S. Export Administration Regulations or end-user, end-use and destination restrictions issued by U.S. and other governments. The Services are subject to U.S. export jurisdiction.
    • (k) Use the Services in any way that threatens the integrity, performance or reliability of the Services including performance or stress testing, or in any manner that works around any technical limitations in the Services; except that you may test the performance of the Services provided such testing is not at levels above Company’s peak performance levels during the prior three (3) months.
    • (l) Syndicate, redistribute, resell or sublicense access to the Services or Content on a standalone basis, unless specifically allowed in your Bing Maps Agreement.
    • (m) Falsify or alter any unique referral identifier in, or assigned to, a Company Application, or otherwise obscure or alter the source of queries coming from a Company Application.
    • (n) Reverse engineer, decompile or disassemble the Services, except and only to the extent that applicable law expressly permits, despite this limitation.
    • (o) Integrate road maps from the Services with road maps supplied by any third party. You may not replace aerial imagery from the Services with imagery supplied by any other mapping platform. Notwithstanding the foregoing, you may overlay aerial imagery that you have the rights to use, provided that such imagery does not substantially replace the base aerial imagery provided by the Services. You may incorporate various data layers of types not available through the Services, in the Company Applications (for example, demographic or school location data). You may combine or overlay Ordnance Survey’s United Kingdom mapping data or data derived from Ordnance Survey’s United Kingdom mapping data (but not Ordnance Survey roads data) with the Services, provided that you have procured all such rights to the Ordnance Survey United Kingdom mapping data, that such use of the Ordnance Survey United Kingdom mapping data with the Services is consistent with your Ordnance Survey license, and that you indemnify Microsoft for such use pursuant to Section 3.8.
    • (p) Use bird’s eye aerial imagery (if it is made available through the Bing Maps Platform APIs) to reveal latitude, longitude, altitude or other metadata.
    • (q) Use Content from Ordnance Survey for non-publicly available Company Applications.
    • (r) Use the Services or Content with a vehicle’s dashboard, or a device connected to a vehicle’s dashboard, systems or sensors, except that the device may be connected to the vehicle power source for charging purposes.

    Additional restrictions may apply to use of particular Content or functionalities, as set forth in the SDKs from time to time

  • 3.3. Reserved.
  • 3.4. Account Access. We require use of Access Credentials to use the Services, and require use of transaction tracking and/or session tracking methods for all uses of the Services, as described in the applicable SDKs. Company will use the Access Credentials to: (a) access the Services; and (b) access an administrative customer service site. Company will not make its Access Credentials available to any third party except a third party authorized to act on its behalf. Company is responsible for all use of the Services through its Access Credentials. Company will promptly notify us if it learns of a security breach related to your Access Credentials and use of the Services.
  • 3.5. Bing Maps TOU. You must provide a hypertext link to the Bing Maps TOU: (i) at the bottom of each page in your Company Application where the Services can be viewed or accessed, or (ii) within the terms of use of your Company Application. Microsoft may change the Bing Maps TOU from time to time and will provide notice as set forth in Section 3.10(a). Company is responsible for notifying its end users of changes as appropriate and will comply with Microsoft’s reasonable instructions in doing so. You may not encourage or require any end user to breach the terms of the Bing Maps TOU.
  • 3.6. Privacy. Microsoft may collect information such as, but not limited to, an end user’s IP address, requests, time of submissions and the results returned to the user, in connection with transaction requests to the Services. All access to and use of the Services is subject to the data practices set forth in the then-current Privacy Statement, a current copy of which is available at http://aka.ms/BingMapsMicrosoftPrivacy. You are responsible for providing end users with adequate notice of the privacy practices applicable to your Company Application.
  • 3.7. Intellectual Property and Reservation of Rights. All rights to the Services and the Content, including rights of use, not specifically granted under this TOU or your Bing Maps Agreement are reserved by Microsoft and its suppliers. Except as set forth in your Bing Maps Agreement, this TOU does not grant Microsoft any right or license to any Company Application or Company intellectual property, including intellectual property that Company has licensed from third parties.

    Except for material that we may license to you, we do not claim ownership of the content you post or otherwise provide to us, that is hosted by Microsoft or a third party hosting provider on Microsoft’s behalf, related to the Services (called a “Submission”). However, except as set forth herein, by posting or otherwise providing your Submission (and for the avoidance of doubt, where Microsoft hosts content on your behalf including by a third party hosting provider, this constitutes a Submission, but where you host or a third party hosts content on your behalf, other than Microsoft or a third party hosting provider on behalf of Microsoft, this does not constitute a Submission), you are granting to Microsoft free permission to use, copy, distribute, display, publish, transcode and otherwise modify your Submission, each in connection with the Services, and sublicense these rights to others in order to provide the Services. For every Submission you make, you must have all rights necessary for you to grant the permissions in this section. Content that you upload to the Bing Spatial Data Services API will only be used by Microsoft to provide the Services to you, unless you agree to grant Microsoft additional rights under this section by way of your Bing Maps Agreement or the process detailed in the SDKs.

  • 3.8. Duty to Defend.
    • (a) Microsoft. Microsoft agrees at its expense to defend Company in a lawsuit or other judicial action, and pay the amount of any adverse final judgment (after any appeals) or settlement to which Microsoft consents, for any claim made by an unaffiliated third party that the Services infringe its copyright, trademark or patent, or misappropriates a trade secret (individually and collectively, an “Infringement Claim”).
    • (b) Company. Company agrees at its expense to defend Microsoft in a lawsuit or other judicial action, and pay the amount of any adverse final judgment (after any appeals) or settlement to which Company consents, for any claim made by an unaffiliated third party to the extent based on the operation of any Company Application (together with any Infringement Claim, individually and collectively, a “Claim”).
    • (c) Conditions. With regard to any Claim, either party’s obligations are subject to the following conditions: (a) the party seeking defense (the “Defended party”) must promptly notify the other party (the “Defending party”) in writing of the Claim; (b) the Defending party will have sole control over defense or settlement of the Claim; and (c) the Defended party must provide the Defending party with reasonable assistance in the defense of the Claim, for which the Defending party will reimburse Defended party’s reasonable out of pocket expenses. Defended party will have the right to employ separate counsel and participate in the defense at Defended party’s expense. Defending party may not settle the Claim without the Defended party’s prior written consent, if such settlement would result in any admission, liability or limitation upon future actions of the Defended party.
    • (d) Exceptions. Microsoft’s obligations will not apply to the extent any Claim or adverse final judgment is based on: (a) any unauthorized use, disposition or promotion of the Services or a Microsoft trademark by Company; (b) a patent or copyright owned or controlled by Company or its Affiliate; (c) combining the Services with a non-Microsoft product, data or business process, if the basis of the Claim would not have existed but for such combination; or (d) continued use of any part of the Services after notice from Microsoft to stop use because of any alleged infringement. Company will reimburse Microsoft for all damages, costs, and expenses resulting from such actions.
    • (e) Mitigation. In addition to the obligations in Section 3.8(a) above, Microsoft may, in connection with a potential Infringement Claim, at its expense and option, take further action such as: (a) procuring for Company the rights or licenses necessary to address the Infringement Claim; (b) replacing or modifying the Services to make it non-infringing, or (c) terminating the Services and refunding any fees prepaid by Company for undelivered Services.
    • (f) Exclusive Remedy. This Section 3.8 provides Company’s exclusive remedy for third party Infringement Claims.
  • 3.9. Limitation of Liabilities and Disclaimer.
    • (a) Limitation of Liabilities. Neither party nor Microsoft’s suppliers will be liable for any indirect damages, (including, without limitation, consequential, special or incidental damages, damages for loss of profits or revenues, business interruption, or loss of business information) arising out of or related to the Services, Content, TOU or Bing Maps Agreement, even if advised of the possibility of such damages or if the possibility was reasonably foreseeable. Neither party nor Microsoft’s suppliers’ aggregate liability for all claims, actions and/or omissions arising from or related to this TOU, the Bing Maps Agreement, the Services or the Content will exceed the greater of (a) the amount of fees paid by Company to Microsoft in the twelve (12) months preceding the date the claim arises, or (b) two hundred and fifty thousand dollars ($250,000). These limitations will apply even if any remedy fails its essential purpose. None of the limitations and exclusions in this section apply to claims related to either party’s violation of the other party’s intellectual property rights, under Section 3.8 (Duty to Defend), or to any obligation to pay fees.
    • (b) Disclaimer of Warranties. The Services and all Content are provided “as is” without warranty of any kind by Microsoft or its suppliers. To the maximum extent permitted by law, any and all representations, warranties or conditions of any kind whatsoever (including, but not limited to, implied or statutory warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy or satisfactory quality), all with regard to the Services and any Content, are expressly excluded by Microsoft and its suppliers. Microsoft and its suppliers make no warranty that the Services will operate properly as integrated with the Company Applications, that the Services will be uninterrupted, or that any Content will be accurate or complete.
    • (c) Disclaimer of Reliance. Microsoft and its suppliers specifically disclaim any liability for end users’ reliance on the Services. Without limiting the foregoing, Microsoft and its suppliers shall have no liability for harm to end users resulting from reliance on any map, Content, or direction provided hereunder.
  • 3.10. General Legal Terms.
    • (a) Notices. All legal notices in connection with the Bing Maps Agreement or this TOU must be sent by post, express courier, facsimile or email to the addresses and numbers indicated in the Address Schedule of the Bing Maps Agreement. You are responsible for keeping your contact information up to date. The email address you provide must be capable of receiving email.
      This TOU is in electronic form. We have promised to send you certain information in connection with the Services and have the right to send you certain additional information, including that which may be required by law, which we may send in electronic form. If you do not consent to receive notices electronically, you must stop using the Services.

      We may provide required information to you:

      • at the e-mail address in your Bing Maps Agreement or any email address you specified via www.bingmapsportal.com (you are responsible for keeping your contact information up to date); or
      • by posting on any portion of this TOU or to another Microsoft web site that will be designated in advance for this purpose.

      Notices will be deemed given on the date shown on the postal return receipt or on the courier, facsimile or email confirmation delivery.

    • (b) How We May Change the TOU. We may update the TOU from time to time and the impact of such changes is governed by your Bing Maps Agreement. If you have a Bing Maps Agreement as of May 1, 2014, the limits set forth in Section 3.2(c) will be effective as set forth in your Bing Maps Agreement or January 1, 2015, whichever is later. Until the limits set forth in Section 3.2(c) above are effective, the limitation set forth below will continue to apply. In developing Company Applications, and in using the Services, you may not, nor may you permit your customers to: Exceed a total of 10,000,000 non-billable transactions using the Bing Spatial Data Services API per calendar year.
    • (c) Force Majeure. Microsoft and Company will not be in default of the Bing Maps Agreement or this TOU if performance is delayed or prevented for reasons beyond its control, so long as it resumes performance as soon as practical.
    • (d) Survival. Sections 3.1, 3.2 and 3.7 through and including 3.10 will survive the termination or expiration of your Bing Maps Agreement for any reason.
    • (e) Assignment. The Bing Maps Agreement and TOU will be binding on the parties and their successors and assigns. We may assign the Bing Maps Agreement and TOU, in whole or in part, at any time with notice to you. Company may assign the Bing Maps Agreement to an Affiliate or to a third party on prior notice to Microsoft, provided that the assignee agrees in writing to be liable for all debts and obligations of the Company under the Bing Maps Agreement.
    • (f) Enforceability and Interpreting the TOU. All parts of this TOU apply to the maximum extent permitted by law. If any provision of the Bing Maps Agreement or this TOU is unenforceable, the parties (or, if the parties cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of the Bing Maps Agreement and this TOU will remain in place. This TOU, together with your Bing Maps Agreement, constitutes the entire agreement between you and us regarding your use of the Services.
    • (g) Taxes. The amounts to be paid by Company to Microsoft under a respective Bing Maps Agreement do not include any foreign, U.S. federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising as a result of or in connection with the transactions or sessions contemplated under the Bing Maps Agreement. Company shall pay to Microsoft any applicable value added, sales or use taxes or like taxes that are owed by Company solely as a result of entering into the Bing Maps Agreement and which are permitted to be collected from Company by Microsoft under applicable law. Company may provide to Microsoft a valid exemption certificate in which case Microsoft shall not collect the taxes covered by such certificate. Microsoft is not liable for any of the taxes of Company that Company is legally obligated to pay (“Company’s Taxes”) which are incurred or arise in connection with or related to the sale of goods and services under the Bing Maps Agreement, and all such taxes (including, but not limited to, net income or gross receipts taxes, franchise taxes, and property taxes) shall be the financial responsibility of Company. Company agrees to indemnify, defend and hold Microsoft harmless from Company’s Taxes or claims, causes of action, costs (including, without limitation, reasonable attorneys’ fees) and any other liabilities of any nature whatsoever related to such taxes. If any taxes are required by law to be withheld on payments made by Company to Microsoft, Company may deduct such taxes from the amount owed Microsoft and pay such taxes to the appropriate taxing authority; provided however, that Company shall promptly secure and deliver to Microsoft an official receipt for any such taxes withheld or other documents necessary to enable Microsoft to claim a U.S. Foreign Tax Credit. Company will make certain that any taxes withheld are minimized to the extent possible under applicable law.
    • (h) Choice of Law and Location for Resolving Disputes. If you are headquartered anywhere other than Europe: (i) Washington State law governs the interpretation of this TOU and your Bing Maps Agreement and applies to claims for breach, regardless of conflict of laws principles; and (ii) you and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA, for all disputes arising out of or relating to the Bing Maps Agreement and TOU. If you are headquartered in Europe, the Bing Maps Agreement and TOU will be construed and governed by the substantive laws of England and Wales. The parties waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. In any dispute relating to the Bing Maps Agreement or TOU the prevailing party will be entitled to recover reasonable attorneys’ fees and costs.
    • (i) No Third Party Beneficiaries. This TOU is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.
    • (j) No Joint Venture/Independent Development. The parties are operating as independent contractors, and nothing in this TOU will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.
    • (k) Waiver. Any delay or failure of either party to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
    • (l) Logos; Marketing. Except as otherwise agreed to by the parties in writing, neither party will use any logo or trademark of the other party for marketing or any other purpose without the other party’s prior written approval.
    • (l) Print Rights. If print rights are available for the Services, such rights will be included here.

4. Use with a Volume Licensing Agreement. If you have separately entered into a Volume Licensing Agreement, the following terms also apply to your use of the Services.

  • 4.1. License Rights. In exchange for the fees set forth in your Volume Licensing Agreement and subject to your compliance with Sections 1, 2, and 4 of this TOU, you may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs. You will set the user region parameter in the Services in compliance with applicable laws, including those regarding mapping, of the country where the Content is made available. Your use shall be subject to any additional restrictions or rights included in your Volume Licensing Agreement. In the event of any conflict between this TOU and your Volume Licensing Agreement, the Volume Licensing Agreement shall prevail. In using the Services and developing Company Applications you must: obey the law (including local, state, federal or other applicable consumer privacy regulations); not violate the rights of any third party; and obey any codes of conduct or other notices we provide. For a session in the Bing Maps Web Control or Bing Maps Windows Presentation Foundation API, the session will be considered a single Billable Transaction beginning with the load of any of the aforementioned controls and ending when the control is unloaded or disposed for up to 25 transactions (thereafter each otherwise Billable Transaction in a session will be charged as a separate Billable Transaction).
  • 4.2. General Restrictions. We do have some restrictions on your use of the Services. In developing Company Applications, and in using the Services, you may not, nor may you permit your customers to:
    • (a) Upload any content to the Services, or use the Services to display or perform in your Company Application, any content:
      • for which you do not have all necessary permissions from the copyright holder(s);
      • which includes nudity or is obscene, indecent, pornographic or libelous;
      • which is intended to exploit minors in any way;
      • which incites, advocates, or expresses hatred, bigotry, racism, or gratuitous violence; or
      • which is intended to threaten, harass, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so.
    • (b) Copy, store, archive, or create a database of the Content, except that geocodes may be stored locally only for use with your Company Applications.
    • (c) Use Content, including geocodes, other than via an authenticated call to the Services and/or in conjunction with a Bing Map.
    • (d) Present or alert an end user to individual maneuvers of a route in any way that is synchronized with the end-user’s sensor-based position along the route (e.g. turn by turn navigation that tracks end-user’s position using GPS and communicates a maneuver as the end-user approaches the location for such maneuver).
    • (e) Change, obscure, or minimize any logo, trademark, copyright or other notice of Microsoft or its suppliers, or digital watermarks in the Content; except that we may make alternative logo, trademark and copyright attribution requirements available for use with small maps or on small devices; if available you will find them here.
    • (f) Use the Services for business asset tracking, fleet management, or dispatch, including, without limitation, to monitor or track the location or movement of Asset(s), unless you have purchased the relevant Mobile Asset Management With Routing SKUs or Mobile Asset Management Without Routing SKUs, except that you may use the Services without such SKUs to track the location of Assets when lost, stolen or experiencing mechanical difficulties.
    • (g) Use the Services to track Assets that are consumer devices, including, without limitation to monitor or track the location or movement of Asset(s), including to provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods, unless you have purchased one or more of the following SKU’s: Bing Maps Mobile Asset Management Consumer Tracked Per Asset; or Bing Maps Public Website Usage Add-on SL.
    • (h) Use Content that consists of points of interest data to generate sales leads information in the form of ASCII or other text-formatted lists of category-specific business listings which (i) include complete mailing address for each business; and (ii) contain a substantial portion of such listings for a particular country, city, state or zip code region.
    • (i) Use Content other than in combination with the Services and not separately.
    • (j) Transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products, services or materials.
    • (k) Violate any applicable U.S. Export Administration Regulations or end-user, end-use and destination restrictions issued by U.S. and other governments. The Services are subject to U.S. export jurisdiction.
    • (l) Use the Services in any way that threatens the integrity, performance or reliability of the Services including performance or stress testing, or in any manner that works around any technical limitations in the Services; except that you may test the performance of the Services provided such testing is not at levels above Company’s peak performance levels during the prior three (3) months.
    • (m) Syndicate, redistribute, resell or sublicense access to the Services or Content on a standalone basis, unless specifically allowed in your Volume Licensing Agreement.
    • (n) Falsify or alter any unique referral identifier in, or assigned to, a Company Application, or otherwise obscure or alter the source of queries coming from a Company Application.
    • (o) Reverse engineer, decompile or disassemble the Services, except and only to the extent that applicable law expressly permits, despite this limitation.
    • (p) Integrate road maps from the Services with road maps supplied by any third party. You may not replace aerial imagery from the Services with imagery supplied by any other mapping platform. Notwithstanding the foregoing, you may overlay aerial imagery that you have the rights to use, provided that such imagery does not substantially replace the base aerial imagery provided by the Services. You may incorporate various data layers of types not available through the Services, in the Company Applications (for example, demographic or school location data). You may combine or overlay Ordnance Survey’s United Kingdom mapping data or data derived from Ordnance Survey’s United Kingdom mapping data (but not Ordnance Survey roads data) with the Services, provided that you have procured all such rights to the Ordnance Survey United Kingdom mapping data, that such use of the Ordnance Survey United Kingdom mapping data with the Services is consistent with your Ordnance Survey license, and that you indemnify Microsoft for all such use pursuant to your Volume Licensing Agreement.
    • (q) Use bird’s eye aerial imagery (if it is made available through the Bing Maps Platform APIs) to reveal latitude, longitude, altitude or other metadata.
    • (r) Use Content from Ordnance Survey for non-publicly available Company Applications.
    • (s) Use the Services or Content with a vehicle’s dashboard, or a device connected to a vehicle’s dashboard, systems or sensors, except that the device may be connected to the vehicle power source for charging purposes.

    Additional restrictions may apply to use of particular Content or functionalities, as set forth in the SDKs from time to time.

  • 4.3. Services Update. Microsoft will make commercially reasonable efforts to provide advance notice of material updates to the Services. When Microsoft reasonably believes an update will require significant changes to all Company Applications using the Services (such as major version releases – e.g. v1.0 to v2.0), Microsoft will keep the previous version (one version back) of the Services available for at least twelve (12) months after the release of the new version. Company may be unable to access the Services if it does not upgrade Company Applications to the latest version during that time.
  • 4.4. Account Access. We require use of Access Credentials to use the Services, and require use of transaction tracking and/or session tracking methods for all uses of the Services, as described in the applicable SDKs. Company will use the Access Credentials to: (i) access the Services, and (ii) access an administrative customer service site. Company will not make its Access Credentials available to any third party except a third party authorized to act on its behalf. Company is responsible for all use of the Services through its Access Credentials. Company will promptly notify us if it learns of a security breach related to your Access Credentials and use of the Services.
  • 4.5. End User Terms. You must provide a hypertext link to the Bing Maps TOU: (i) at the bottom of each page in your Company Application where the Services can be viewed or accessed, or (ii) within the terms of use of your Company Application. Microsoft may change the Bing Maps TOU from time to time and will provide notice as set forth in Section 4.8(a). Company is responsible for notifying its end users of changes as appropriate and will comply with Microsoft’s reasonable instructions in doing so. You may not encourage or require any end user to breach the terms of the Bing Maps TOU.
  • 4.6. Privacy. Microsoft may collect information such as, but not limited to, an end user’s IP address, requests, time of submissions and the results returned to the user, in connection with transaction requests to the Services. All access to and use of the Services is subject to the data practices set forth in the then-current Privacy Statement, a current copy of which is available at http://aka.ms/BingMapsMicrosoftPrivacy. You are responsible for providing end users with adequate notice of the privacy practices applicable to your Company Application.
  • 4.7. Intellectual Property and Reservation of Rights. All rights to the Services and the Content, including rights of use, not specifically granted under this TOU or your Volume Licensing Agreement are reserved by Microsoft and its suppliers. Except as set forth in your Volume Licensing Agreement, this TOU does not grant Microsoft any right or license to any Company Application or Company intellectual property, including intellectual property that Company has licensed from third parties.

    Except for material that we may license to you, we do not claim ownership of the content you post or otherwise provide to us, that is hosted by Microsoft or a third party hosting provider on Microsoft’s behalf, related to the Services (called a “Submission”). However, except as set forth herein, by posting or otherwise providing your Submission (and for the avoidance of doubt, where Microsoft hosts content on your behalf including by a third party hosting provider, this constitutes a Submission, but where you host or a third party hosts content on your behalf, other than Microsoft or a third party hosting provider on behalf of Microsoft, this does not constitute a Submission), you are granting to Microsoft free permission to use, copy, distribute, display, publish, transcode and otherwise modify your Submission, each in connection with the Services, and sublicense these rights to others in order to provide the Services. For every Submission you make, you must have all rights necessary for you to grant the permissions in this section. Content that you upload to the Bing Spatial Data Services API will only be used by Microsoft to provide the Services to you unless you agree to grant Microsoft additional rights under this section, by way of your Volume Licensing Agreement or the process detailed in the SDKs.

  • 4.8. General Legal Terms.
    • (a) Notices. All Bing Maps legal notices between the parties will be sent consistent with your Volume Licensing Agreement. You are responsible for keeping your contact information up to date. This TOU is in electronic form. We have promised to send you certain information in connection with the Services and have the right to send you certain additional information, including that which may be required by law, which we may send in electronic form. If you do not consent to receive notices electronically, you must stop using the Services.
      We may provide required information to you:

      • at the e-mail address provided through your Volume Licensing Agreement or any email address you specified viawww.bingmapsportal.com (you are responsible for keeping your contact information up to date, and the email address you provide must be capable of receiving email.); or
      • by posting on any portion of this TOU or to another Microsoft web site that will be designated in advance for this purpose.

      Notices will be deemed given on the date shown on the postal return receipt or on the courier, facsimile or email confirmation delivery.

    • (b) How We May Change the TOU. We may update the TOU from time to time and the impact of such changes is governed by your Volume Licensing Agreement. If you are licensing Bing Maps through your Volume Licensing Agreement as of May 1, 2014, the limits set forth in Section 4.2(c) will be effective as set forth in your Volume Licensing Agreement or January 1, 2015, whichever is later. Until the limits set forth in Section 4.2(c) above are effective, the limitation set forth below will continue to apply. In developing Company Applications, and in using the Services, you may not, nor may you permit your customers to: Exceed a total of 10,000,000 non-billable transactions using the Bing Spatial Data Services API per calendar year.
      If you are licensing Bing Maps through your Volume Licensing Agreement as of May 1, 2014, and the terms of Section 4.9(c) apply to your use, the following limitation will be effective as set forth in your Volume Licensing Agreement or January 1, 2015, whichever is later: You may not exceed 10 million total forward or reverse geocoding transactions, sessions, or routing requests per year under the Bing Maps Enterprise Platform Service SL or Bing Maps Known User SL. Should you license more than 5000 Bing Maps Known User SLs, the limits set forth herein will be increased at a rate of 20 requests per Known User within any 24 hour period and 2000 requests per Known User per year, for each Known User SL above 5,000. Such increased limits will continue for the duration that you license more than 5,000 Bing Maps Known User SLs.

      If you are licensing Bing Maps through your Volume Licensing Agreement as of May 1, 2014 and the terms of 4.9(d) apply to your use, the following limitation will be effective as set forth in your Volume Licensing Agreement or January 1, 2015, whichever is later: You may not exceed 5 million total forward or reverse geocoding transactions, sessions or routing requests per year under the Bing Maps Enterprise Platform Service SL or Bing Maps Light Known User SL. Should you license more than 5000 Light Known User SLs these limits will be increased at the rate of 10 requests per Light Known User within any 24 hour period and 1000 requests per Light Known User per year, for each Light Known User SL above 5,000. Such increased limits will continue for the duration that you license more than 5,000 Bing Maps Light Known User SLs.

    • (c) Survival. Sections 4.1, 4.2, 4.7 and 4.8 will survive the termination or expiration of your Volume Licensing Agreement for any reason.
    • (d) Enforceability and Interpreting the TOU. All parts of this TOU apply to the maximum extent permitted by law. If any provision of the Volume Licensing Agreement or this TOU is unenforceable, the parties (or, if the parties cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of the Volume Licensing Agreement and this TOU will remain in place. This TOU, together with your Volume Licensing Agreement, constitutes the entire agreement between you and us regarding your use of the Services.
    • (e) No Third Party Beneficiaries. This TOU is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.
    • (f) No Joint Venture/Independent Development. The parties are operating as independent contractors, and nothing in this TOU will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.
    • (g) Waiver. Any delay or failure of either party to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
    • (h) Logos; Marketing. Except as otherwise agreed to by the parties in writing, neither party will use any logo or trademark of the other party for marketing or any other purpose without the other party’s prior written approval.
    • (i) Volume Licensing Agreement Terms. For clarity, the following terms will be governed as set forth in your Volume Licensing Agreement: Confidentiality; Duty to Defend; Limitation of Liabilities and Disclaimers; Taxes; Choice of Law and Location for Resolving Disputes; Force Majeure; and Assignment.
    • (j) Print Rights. If print rights are available for the Services, such rights will be included here.
  • 4.9. Company Application Terms. The following terms apply respectively for each of the following offerings purchased through Volume Licensing.
    • (a) Bing Maps Enterprise Platform Service SL and a Bing Maps Public Website Usage Add-on SL: Except as otherwise noted below, if you have purchased a Bing Maps Enterprise Platform Service SL and a Bing Maps Public Website Usage Add-on SL you may only use the Services in: (i) a Company Application that will serve as a map display and/or locator, available to consumers on Company, agent or franchisee owned and operated publicly available websites (including mobile websites or apps), which may be offered for a fee and/or require a login; or (ii) a Company Application which is used by Company, agent or franchisee to track, view and manage Assets that are consumer devices based on their GPS or other sensor based location. You may not use the Services for or in connection with Company Applications used by authenticated enterprise users (employees or agents of the enterprise) over a private network. Each Bing Maps Public Website Usage Add-on SL offering consists of a varying number of Billable Transactions. This section does not apply to Bing Maps Truck Routing API or Bing Maps Snap to Road API.
    • (b) Bing Maps Enterprise Platform Service SL and a Bing Maps Internal Website Usage Add-on SL: If you have purchased a Bing Maps Platform Service SL and a Bing Maps Internal Website Usage Add-on SL you may only use the Services in a Company Application accessed by your employees on your private network to access and display maps and related information. Your Company Application may be accessed via a web browser or an installed client, provided that you strictly control functionality in the user interface and authentication of users. Each Bing Maps Internal Website Usage Add-on SL offering consists of a varying number of Billable Transactions. You may not use the Services for Drive Analytics.
    • (c) Bing Maps Enterprise Platform Service SL and Bing Maps Known User SL: (c) If you have purchased a Bing Maps Platform Service SL and a Bing Maps Known User SL you may only use the Services (except for Premium Services) in a Company Application accessed by your employees on your private network, to access and display maps and related information. Your Company Application may be accessed via a web browser or an installed client, provided that you strictly control functionality in the user interface and authentication of users. You may not exceed 100,000 total forward or reverse geocoding transactions, sessions or routing requests within any 24-hour period. You may not exceed 10 million total forward or reverse geocoding transactions, sessions, or routing requests per year under the Bing Maps Enterprise Platform Service SL or Bing Maps Known User SL. Should you license more than 5000 Bing Maps Known User SLs, the limits set forth herein will be increased at a rate of 20 requests per Known User within any 24-hour period and 2000 requests per Known User per year, for each Known User SL above 5,000. Such increased limits will continue for the duration that you license more than 5,000 Bing Maps Known User SLs.
    • (d) Bing Maps Enterprise Platform Service SL and Bing Maps Light Known User SL: If you have purchased a Bing Maps Platform Service SL and a Bing Maps Light Known User SL you may only use the Services (except for Premium Services) in a Company Application accessed by your employees on your private network, to access and display maps and related information. Your Company Application may be accessed via a web browser or an installed client, provided that you strictly control functionality in the user interface and authentication of users. You may not exceed 25,000 total forward or reverse geocoding transactions, sessions or routing requests within any 24 hour period. You may not exceed 5 million total forward or reverse geocoding transactions, sessions or routing requests per year. Should you license more than 5000 Light Known User SLs these limits will be increased at the rate of 10 requests per Light Known User within any 24-hour period and 1000 requests per Light Known User per year, for each Light Known User SL above 5,000. Such increased limits will continue for the duration that you license more than 5,000 Bing Maps Light Known User SLs.
      Subject to Section 4.2(q), Company may only overlay administrative boundaries or other map content provided that the Company Application’s user interface prevents end users from:

      • loading additional map content layers of any kind;
      • editing or creating map content. For avoidance of doubt, simple annotations such as a line, arrow, polygon or circle to highlight an area is allowed and not considered map content under this restriction; and
      • executing any spatial query other than proximity (find the nearest), point-in-polygon, distance between two points or find and route within the Services. For avoidance of doubt, Company Application may not perform geofences, buffers or query a spatially enabled database.
    • (e) Bing Maps Mobile Asset Management Platform Add-on SL:
      • (i) This section applies to your use if you have purchased a Bing Maps Mobile Asset Management Platform Add-on SL and any one or more of the Mobile Asset Management With Routing SKUs or Mobile Asset Management Without Routing SKUs.
        • You may only use the Services in a Company Application which is used by your employees for mobile asset management to track, view and manage Assets based on their GPS or other sensor based location. Company Application may be accessed via a web browser or an installed client, provided that you strictly control functionality in the user interface and authentication of users.
        • A Bing Maps Mobile Asset Management Platform Add-on SL and one or more of the Mobile Asset Management With Routing SKUs or Mobile Asset Management Without Routing SKUs does not include the right to use Premium Services. To use Premium Services, you must purchase an additional license.
        • If you have purchased one or more of the Mobile Asset Management With Routing SKUs, you may use the Services (except Premium Services) for business asset tracking, fleet management, or dispatch, including to monitor or track the location or movement of Asset(s) and provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods.
        • If you have purchased one or more of the Mobile Asset Management Without Routing SKUs, you may use the Services (except Premium Services) for business asset tracking, fleet management, or dispatch, including to monitor or track the location or movement of Asset(s), provided, however, that you may not use the Services for routing.
        • If you have purchased the Mobile Asset Management Distance Matrix Automatic SKU, you may use the Bing Maps Distance Matrix API for business asset tracking, fleet management, or dispatch, including to monitor or track the location or movement of Asset(s) and provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods. The Company Application should optimize the dispatch of a particular Asset to a location based on the location of other Assets.
        • If you have purchased the Mobile Asset Management Distance Matrix Manual SKU, you may use the Bing Maps Distance Matrix API for business asset tracking, fleet management, or dispatch, including to monitor or track the location or movement of Asset(s) and provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods. The Company Application should optimize the dispatch of a particular Asset to a location based on the location of other Assets. You must manually determine the optimal dispatch of a particular Asset to a location based on the location of other Assets.
        • If you have purchased the Mobile Asset Management Truck Routing SKU, you may use the Bing Maps Truck Routing API for business asset tracking, fleet management, or dispatch, including to monitor or track the location or movement of Asset(s) and provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods.
        • If you have purchased the Mobile Asset Management Drive Analytics SKU, you may use Drive Analytics for business asset tracking, fleet management, or dispatch, including to monitor or track the location or movement of Asset(s) and provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods.
        • You may not exceed 100,000 total requests or 100 requests per Asset, whichever is greater, of forward geocoding transactions, sessions or routing requests (provided routing requests may only be used if you have purchased a SKU that includes routing per Asset), all measured as an average over any 24-hour period. You also may not exceed more than 150 reverse geocode requests per Asset over any 24-hour period using the Bing Spatial Data Services API or otherwise.
        • Notwithstanding Section 4.2(v), you may use the Services to cache a Geofence and/or Geofencing Alerts on a device only with your Company Application, provided that neither the Geofence and/or Geofencing Alerts interacts with the vehicle’s dashboard, systems or sensors.
        • For purposes of this Section, North America means the United States and Canada. For purposes of this Section, Europe means Western Europe (Andorra, Austria, Belgium, Denmark, Eire (Republic of Ireland), Faroe Islands, Finland, France, Germany, Gibraltar, Greece, Greenland, Guernsey, Iceland, Italy / Vatican City, Jersey, Liechtenstein, Luxembourg, Malta, Man, Monaco, Norway, Portugal, San Marino, Spain, Sweden, Switzerland, The Netherlands, and United Kingdom); Eastern Europe (Albania, Belarus, Bosnia & Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Macedonia, Moldova, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Slovenia, and Ukraine) and Turkey. For the purposes of this section, Rest of World means everywhere except North America and Europe (as defined above).
      • (ii) This section applies to your use if you have purchased a Bing Maps Mobile Asset Management Platform Add-on SL and Bing Maps Mobile Asset Management Consumer Tracked Per Asset.
        • You may only use the Services (except Premium Services) in a Company Application which is used to track, view and manage Assets that are consumer devices based on their GPS or other sensor based location. Company Application may be accessed via a web browser or an installed client, provided that you strictly control functionality in the user interface and authentication of users.
        • You may not exceed 50,000 total requests or 20 requests per Asset, whichever is greater, of forward geocoding, sessions or routing requests, all measured as an average over any 24-hour period. You also may not exceed more than 50 reverse geocoding requests per Asset over any 24-hour period using the Bing Spatial Data Services API or otherwise.
    • (f) Bing Maps Asset Management for Windows Platform Add-on SL:
      • (i) This section applies to your use if you have purchased a Bing Maps Asset Management for Windows Platform Add-on SL and any one or more of the following: Bing Maps Asset Management for Windows North America with Routing Per Asset; Bing Maps Asset Management for Windows Europe with Routing Per Asset.
        • A Bing Maps Asset Management for Windows Platform Add-on SL and Bing Maps Asset Management for Windows North America with Routing Per Asset or Bing Maps Asset Management for Windows Europe with Routing Per Asset does not include the right to use Premium Services. To use Premium Services, you must purchase an additional license.
        • You may only use the Services (except Premium Services) in a Company Application which is used by your employees for mobile asset management to track, view and manage Assets based on their GPS or other sensor based location. You may use the Services only on a software application available exclusively on Windows by using the Bing Maps for Windows Store Apps API; Bing Spatial Data Services API; Bing Maps Windows Presentation Foundation Control API; or the Bing Maps REST Services API, including all successor versions. Microsoft may add to this list from time to time upon written notice. You must strictly control functionality in the user interface and authentication of users.
        • You may not exceed 100,000 total requests or 20 requests per Asset, whichever is greater, of forward geocoding transactions, sessions or routing requests, all measured as an average over any 24-hour period. You also may not reverse geocode the position of more than one Asset per minute over any 24-hour period using the Bing Spatial Data Services API or otherwise.
        • Notwithstanding Section 4.2(v), you may use the Services to cache a Geofence and/or Geofencing Alerts on a device only with your Company Application, provided that neither the Geofence and/or Geofencing Alerts interacts with the vehicle’s dashboard, systems or sensors.
        • For purposes of this Section, North America means the United States and Canada. For purposes of this Section, Europe means Western Europe (Andorra, Austria, Belgium, Denmark, Eire (Republic of Ireland), Faroe Islands, Finland, France, Germany, Gibraltar, Greece, Greenland, Guernsey, Iceland, Italy / Vatican City, Jersey, Liechtenstein, Luxembourg, Malta, Man, Monaco, Norway, Portugal, San Marino, Spain, Sweden, Switzerland, The Netherlands, and United Kingdom); Eastern Europe (Albania, Belarus, Bosnia & Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Macedonia, Moldova, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Slovenia, and Ukraine) and Turkey.
      • (ii) This section applies to your use if you have purchased a Bing Maps Asset Management Platform for Windows Add-on SL and Bing Maps Mobile Asset Management Consumer Tracked Per Asset.
        • You may only use the Services (except Premium Services) in a Company Application which is used to track, view and manage Assets that are consumer devices based on their GPS or other sensor based location. Company Application may be accessed via a web browser or an installed client, provided that you strictly control functionality in the user interface and authentication of users.
        • You may not exceed 50,000 total requests or 20 requests per Asset, whichever is greater, of forward geocoding, sessions or routing requests, all measured as an average over any 24-hour period. You also may not exceed more than 50 reverse geocoding requests per Asset over any 24 hour period using the Bing Spatial Data Services API or otherwise.

5. Education or Non-Profit Organization Use. Subject to your compliance with Sections 1, 2, 5 and 8 of this TOU, you may develop or host a Company Application that uses the Services to display results for Education or Non-profit Organization Use (as defined in Section 2). You may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs. Please note that we do not provide warranties for the Services for Education or Non-Profit Organization Use under this Section 5. This TOU also limits our liability. These terms are in Sections 8.8 and 8.9 and we ask you to read them carefully.

6. Limited Website and Consumer App Use. Subject to your compliance with Sections 1, 2, 6 and 8 of this TOU, you may develop or host a Company Application that uses the Services for Limited Website Use and Consumer App Use (as defined in Section 2). You may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs. Your use of the Content in the Services is subject to the Bing Maps Branding Guidelines. If you will exceed the Limited Website and Consumer App Use transaction limits or limits on use of the Bing Spatial Data Services API, please contact us here to discuss how you can license additional transactions. Please note that we do not provide warranties for the Services for Limited Website Use under this Section 6. This TOU also limits our liability. These terms are in Sections 8.8 and 8.9 and we ask you to read them carefully.

7. Bing Maps APIs offered through Cognitive Services Labs APIs. If you have licensed Bing Maps APIs through Cognitive Services Labs APIs (or successors) that link to these terms (“Cognitive Services Labs APIs”), the following terms apply to your use. Subject to your compliance with Sections 1, 2 and 7 of this TOU, you may develop or host a Company Application that uses the Cognitive Services Labs APIs solely in conjunction with and integrated into Company Applications using only methods and means of access as described in the Cognitive Services Labs APIs documentation. Please note that we do not provide warranties for the Cognitive Services Labs APIs under this Section 7. This TOU also limits our liability. These terms are in Sections 7.8 and 7.9 and we ask that you read them carefully.

  • 7.1. General Limitations and Conditions of the Cognitive Services Labs APIs. In using the Cognitive Services Labs APIs and developing Company Applications you must: obey the law (including local, state, federal or other applicable consumer privacy regulations); not violate the rights of any third party; and obey any codes of conduct or other notices we provide. We may use technology or other means to protect the Cognitive Services Labs APIs that you will not circumvent. These means may include, for example, filtering to increase security. Microsoft may, in its sole discretion, limit the: (i) rate at which the Cognitive Services Labs APIs, or any subset of it, may be called, (ii) amount of storage made available to each Cognitive Services Labs APIs account, or (iii) length of individual content segments that may be uploaded to, or served from, the Cognitive Services Labs APIs (all of the foregoing being forms of “Throttling”). You will set the user region parameter in the Cognitive Services Labs APIs in compliance with applicable laws, including those regarding mapping, of the country where the Content is made available.
  • 7.2. General Restrictions. We do have some restrictions on your use of the Cognitive Services Labs APIs. In developing Company Applications, and in using the Cognitive Services Labs APIs, you may not, nor may you permit your customers to:
    • (a) Upload any content to the Cognitive Services Labs APIs, or use the Cognitive Services Labs APIs to display or perform in your Company Application, any content:
      • for which you do not have all necessary permissions from the copyright holder(s);
      • which includes nudity or is obscene, indecent, pornographic or libelous;
      • which is intended to exploit minors in any way;
      • which incites, advocates, or expresses hatred, bigotry, racism, or gratuitous violence; or
      • which is intended to threaten, harass, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so.
    • (b) Copy, store, archive, or create a database of the Content, except that geocodes may be stored locally only for use with your Company Applications.
    • (c) Exceed 1,000 API calls per month.
    • (d) Use Content, including geocodes, other than via an authenticated call to the Cognitive Services Labs APIs and/or in conjunction with a Bing Map.
    • (e) Present or alert an end user to individual maneuvers of a route in any way that is synchronized with the end-user’s sensor-based position along the route (e.g. turn by turn navigation that tracks end-user’s position using GPS and communicates a maneuver as the end-user approaches the location for such maneuver).
    • (f) Change, obscure, or minimize any logo, trademark, copyright or other notice of Microsoft or its suppliers; digital watermarks in the Content; or any search box, portion of the results, or advertisement; except that we may make alternative logo, trademark, and copyright attribution requirements available for use with small maps or on small devices; if available you will find them here.
    • (g) Use the Cognitive Services Labs APIs for business asset tracking, fleet management, or dispatch including, without limitation, to monitor or track the location or movement of Asset(s), including to provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods.
    • (h) Use Content other than in combination with the Cognitive Services Labs APIs and not separately.
    • (i) Use the Cognitive Services Labs APIs in a way that harms us or our Affiliates or suppliers.
    • (j) Transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products, services or materials.
    • (k) Violate any applicable U.S. Export Administration Regulations or end-user, end-use and destination restrictions issued by U.S. and other governments. The Cognitive Services Labs APIs are subject to U.S. export jurisdiction.
    • (l) Use the Cognitive Services Labs APIs in any way that threatens the integrity, performance, or reliability of the Cognitive Services Labs APIs including performance or stress testing, or in any manner that works around any technical limitations in the Cognitive Services Labs APIs.
    • (m) Syndicate, redistribute, resell or sublicense access to the Cognitive Services Labs APIs or Content on a standalone basis. n. Falsify or alter any unique referral identifier in, or assigned to, a Company Application, or otherwise obscure or alter the source of queries coming from a Company Application.
    • (n) Use any automated process or service to access and/or use the Cognitive Services Labs APIs (such as a BOT, a spider, periodic caching of information stored by Microsoft, or “meta-searching”).
    • (o) Reverse engineer, decompile or disassemble the Cognitive Services Labs APIs, except and only to the extent that applicable law expressly permits, despite this limitation.
    • (p) Use the Cognitive Services Labs APIs or Content with a vehicle’s dashboard, or a device connected to a vehicle’s dashboard, systems or sensors, except that the device may be connected to the vehicle power source for charging purposes.

    Additional restrictions may apply to use of particular Content or functionalities, as set forth in the Cognitive Services Labs APIs documentation from time to time. We reserve the right to include a search box or advertising in the Content served through the Cognitive Services Labs APIs. You will not intentionally omit or obscure such advertising, search box or search results including advertising when displaying such Content to end users.

  • 7.3. Account Access. We require use of Access Credentials to use the Cognitive Services Labs APIs for all uses of the Cognitive Services Labs APIs, as described in the applicable Cognitive Services Labs APIs documentation. Company will not make its Access Credentials available to any third party except a third party authorized to act on its behalf. Company is responsible for all use of the Cognitive Services Labs APIs through its Access Credentials. Company will promptly notify us if it learns of a security breach related to your Access Credentials and use of the Cognitive Services Labs APIs.
  • 7.4. Bing Maps TOU. You must provide a hypertext link to the Bing Maps TOU: (i) at the bottom of each page in your Company Application where the Content can be viewed or accessed, or (ii) within the terms of use of your Company Application. Microsoft may change the Bing Maps TOU from time to time. Company is responsible for notifying its end users of changes as appropriate and will comply with Microsoft’s reasonable instructions in doing so. You may not encourage or require any end user to breach the terms of the Bing Maps TOU.
  • 7.5. Privacy. Microsoft may collect information such as, but not limited to, an end user’s IP address, requests, time of submissions and the results returned to the user, in connection with transaction requests to the Cognitive Services Labs APIs. All access to and use of the Cognitive Services Labs APIs is subject to the data practices set forth in the then-current Privacy Statement, a current copy of which is available at http://aka.ms/BingMapsMicrosoftPrivacy. You are responsible for providing end users with adequate notice of the privacy practices applicable to your Company Application.
  • 7.6. Intellectual Property and Reservation of Rights. Microsoft and its suppliers retain all right, title and interest in and to the Cognitive Services Labs APIs, Content, the Cognitive Services Labs APIs documentation and all intellectual property rights therein, except for the limited rights expressly granted herein. This TOU does not grant Microsoft any right or license to any Company Application or Company intellectual property including intellectual property that Company has licensed from third parties.
    Except for material that we may license to you, we do not claim ownership of the content you post or otherwise provide to us, that is hosted by Microsoft or a third party hosting provider on Microsoft’s behalf, related to the Cognitive Services Labs APIs (called a “Submission”). However, by posting or otherwise providing your Submission (and for the avoidance of doubt, where Microsoft hosts content on your behalf including by a third party hosting provider, this constitutes a Submission, but where you host or a third party hosts content on your behalf, other than Microsoft or a third party hosting provider on behalf of Microsoft, this does not constitute a Submission), you are granting to Microsoft free permission to use, copy, distribute, display, publish, transcode and otherwise modify your Submission, each in connection with the Cognitive Services Labs APIs, and sublicense these rights to others in order to provide the Cognitive Services Labs APIs. We may refuse to publish and may remove your Submission from the Cognitive Services Labs APIs at any time. For every Submission you make, you must have all rights necessary for you to grant the permissions in this section.
  • 7.7. Your Responsibility. You will indemnify and hold the Microsoft parties harmless from and against any and all loss, liability, and expense (including reasonable attorneys’ fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out of any breach by you of any obligation or warranty under this TOU. You will be solely responsible for defending any claim, subject to Microsoft’s right to participate with counsel it selects, and you will not agree to any settlement that imposes any obligation or liability on the Microsoft parties without Microsoft’s prior written consent.
  • 7.8. We Make No Warranty. Microsoft and its suppliers provide the Cognitive Services Labs APIs and Content “as-is,” “with all faults”, “as available” and without warranty of any kind. To the maximum extent permitted by law, any and all representations, warranties or conditions of any kind whatsoever (including, but not limited to, implied or statutory warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy or satisfactory quality), all with regard to the Cognitive Services Labs APIs and any Content, are expressly excluded by Microsoft and its suppliers. Microsoft and its suppliers make no warranty that the Cognitive Services Labs APIs will operate properly as integrated with the Company Applications, that the Cognitive Services Labs APIs will be uninterrupted, or that any Content will be accurate or complete. Microsoft and its suppliers specifically disclaim any liability for end users’ reliance on the Cognitive Services Labs APIs. Without limiting the foregoing, Microsoft and its suppliers shall have no liability for harm to end users resulting from reliance on any map or direction provided hereunder.
  • 7.9. Liability Limitation. You can recover from Microsoft and its suppliers only direct damages up to an amount equal to fees you have paid Microsoft for the Cognitive Services Labs APIs for one month. Neither party nor its suppliers will be liable for any indirect damages, (including, without limitation, consequential, special or incidental damages, damages for loss of profits or revenues, business interruption, or loss of business information) arising out of or related to the Cognitive Services Labs APIs, Content, or TOU even if advised of the possibility of such damages or if the possibility was reasonably foreseeable.
  • 7.10. Changes to the Cognitive Services Labs APIs; Cancellation or Suspension of the Cognitive Services Labs APIs; Audit. We may change, cancel or suspend your use of the Cognitive Services Labs APIs at any time. Some changes to the Cognitive Services Labs APIs may cause existing Company Applications to stop working. Our cancellation or suspension may be without cause and/or without notice. Upon Cognitive Services Labs APIs cancellation, your right to use the Cognitive Services Labs APIs stops right away. Once the Cognitive Services Labs APIs are cancelled or suspended, any data you have stored on the Cognitive Services Labs APIs may not be retrieved later. Microsoft reserves the right to verify your compliance with this TOU.
  • 7.11. General Legal Terms.
    • (a) How We May Change the Contract. We may update the TOU from time to time. If we change this TOU, then we will provide notice as provided in Section 8.11(g). If you do not agree to these changes, then you must stop using the Cognitive Services Labs APIs. If you do not stop using the Cognitive Services Labs APIs, then your use of the Cognitive Services Labs APIs will continue under the changed TOU. In the future we may choose to charge for all use of the Cognitive Services Labs APIs, or change the requirements for use free of charge. If we choose to change the fee requirements for the Cognitive Services Labs APIs, Microsoft will provide notice of such terms as provided in Section 8.11(g), and you may elect to stop using the Cognitive Services Labs APIs rather than incurring fees.
    • (b) Term. Your license to use the Cognitive Services Labs APIs is for 90 days. This TOU may be terminated immediately for any reason and without notice by Microsoft. If this TOU terminates, all rights granted to you by this TOU will automatically terminate and you will cease to have any rights to use the Cognitive Services Labs APIs.
    • (c) Force Majeure. Microsoft and Company will not be in default of this TOU if performance is delayed or prevented for reasons beyond its control, so long as it resumes performance as soon as practical.
    • (d) Survival. Sections 8.1, 8.2 and 8.6 through and including 8.11 will survive the termination or expiration of this TOU for any reason.
    • (e) Assignment. We may assign the TOU, in whole or in part, at any time with notice to you.
    • (f) Enforceability and Interpreting the TOU. All parts of this TOU apply to the maximum extent permitted by law. If any provision of the TOU is unenforceable, the parties (or, if the parties cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of the TOU will remain in place. This TOU, together with any Microsoft Cognitive Services Terms (and successors thereto) constitutes the entire agreement between you and us regarding your use of the Cognitive Services Labs APIs.
    • (g) Notices; Consent Regarding Electronic Information. This TOU is in electronic form. We have promised to send you certain information in connection with the Cognitive Services Labs APIs and have the right to send you certain additional information, including legal notices and that which may be required by law, which we may send in electronic form. You are responsible for keeping your contact information up to date.
      We may provide required information to you:

      • at the e-mail address you specified when you signed up for the Cognitive Services Labs APIs (you are responsible for keeping your contact information up to date and the email address you provide must be capable of receiving email.); or
      • by posting on any portion of this TOU or to another Microsoft web site that will be designated in advance for this purpose.

      Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. If you do not consent to receive notices electronically, you must stop using the Cognitive Services Labs APIs. Any notice from you will be sent electronically to: BingAPI@microsoft.com.

    • (h) Claim Must Be Filed Within One Year. Any claim related to this TOU or the Cognitive Services Labs APIs may not be brought unless brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed within the one-year period, then that claim is permanently barred. This applies to both parties.
    • (i) Choice of Law and Location for Resolving Disputes. If you are headquartered anywhere other than Europe, Washington State law governs the interpretation of this TOU and applies to claims for breach, regardless of conflict of laws principles. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA, for all disputes arising out of or relating to this TOU. If you are headquartered in Europe, the TOU will be construed and governed by the substantive laws of England and Wales. The parties waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. In any dispute relating to the TOU the prevailing party will be entitled to recover reasonable attorneys’ fees and costs.
    • (j) No Third Party Beneficiaries. This TOU is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.
    • (k) No Joint Venture/Independent Development. The parties are operating as independent contractors, and nothing in this TOU will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.
    • (l) Waiver. Any delay or failure of either party to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
    • (m) Logos; Marketing. Except as otherwise agreed to by the parties in writing, neither party will use any logo or trademark of the other party for marketing or any other purpose without the other party’s prior written approval.

8. General Terms for use of the Services under TOU Sections 5, 6, 7, 9 and 10. If you use the Services under Sections 5 (Education or Non-Profit Organization Use), 6 (Limited Public Website Use), 7 (Cognitive Services Labs APIs), 9 (Limited Commercial Windows App Development) or 10 (Windows App and Windows Phone App Development) the terms in this Section 8 apply to your use of the Services.

  • 8.1. General Limitations and Conditions of the Services. In using the Services and developing Company Applications you must: obey the law (including local, state, federal or other applicable consumer privacy regulations); not violate the rights of any third party; and obey any codes of conduct or other notices we provide. We may use technology or other means to protect the Services that you will not circumvent. These means may include, for example, filtering to increase security. Microsoft may, in its sole discretion, limit the: (i) rate at which the Services, or any subset of it, may be called, (ii) amount of storage made available to each Services account, or (iii) length of individual content segments that may be uploaded to, or served from, the Services (all of the foregoing being forms of “Throttling”). You will set the user region parameter in the Services in compliance with applicable laws, including those regarding mapping, of the country where the Content is made available. For a session in the Bing Maps Web Control or Bing Maps Windows Presentation Foundation API, the session will be considered a single Billable Transaction beginning with the load of any of the aforementioned controls and ending when the control is unloaded or disposed for up to 5 transactions (thereafter each otherwise Billable Transaction in a session will be charged as a separate Billable Transaction).
  • 8.2. General Restrictions. We do have some restrictions on your use of the Services. In developing Company Applications, and in using the Services, you may not, nor may you permit your customers to:
    • (a)Upload any content to the Services, or use the Services to display or perform in your Company Application, any content:
      • for which you do not have all necessary permissions from the copyright holder(s);
      • which includes nudity or is obscene, indecent, pornographic or libelous;
      • which is intended to exploit minors in any way;
      • which incites, advocates, or expresses hatred, bigotry, racism, or gratuitous violence; or
      • which is intended to threaten, harass, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so.
    • (b) Copy, store, archive, or create a database of the Content, except that geocodes may be stored locally only for use with your Company Applications.
    • (c) Exceed 50,000 cumulative billable transactions (which will be free of charge) as defined in the SDKs, within any 24-hour period.
    • (d) Use Content, including geocodes, other than via an authenticated call to the Services and/or in conjunction with a Bing Map.
    • (e) Present or alert an end user to individual maneuvers of a route in any way that is synchronized with the end-user’s sensor-based position along the route (e.g. turn by turn navigation that tracks end-user’s position using GPS and communicates a maneuver as the end-user approaches the location for such maneuver).
    • (f) Change, obscure, or minimize any logo, trademark, copyright or other notice of Microsoft or its suppliers; digital watermarks in the Content; or any search box, portion of the results, or advertisement; except that we may make alternative logo, trademark, and copyright attribution requirements available for use with small maps or on small devices; if available you will find them here.
    • (g) Use the Services for business asset tracking, fleet management, or dispatch including, without limitation, to monitor or track the location or movement of Asset(s), including to provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods.
    • (h) Use bird’s eye aerial imagery (except you may use bird’s eye aerial imagery if your use of the Services is under Section 7 and consistent with Section 7.1 accordingly).
    • (i) Use Content that consists of points of interest data to generate sales leads information in the form of ASCII or other text-formatted lists of category-specific business listings which (i) include complete mailing address for each business; and (ii) contain a substantial portion of such listings for a particular country, city, state or zip code region.
    • (j) Use Content other than in combination with the Services and not separately.
    • (k) Use the Services in a way that harms us or our Affiliates or suppliers.
    • (l) Transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products, services or materials.
    • (m) Violate any applicable U.S. Export Administration Regulations or end-user, end-use and destination restrictions issued by U.S. and other governments. The Services are subject to U.S. export jurisdiction.
    • (n) Use the Services in any way that threatens the integrity, performance, or reliability of the Services including performance or stress testing, or in any manner that works around any technical limitations in the Services.
    • (o) Syndicate, redistribute, resell or sublicense access to the Services or Content on a standalone basis.
    • (p) Falsify or alter any unique referral identifier in, or assigned to, a Company Application, or otherwise obscure or alter the source of queries coming from a Company Application.
    • (q) Use any automated process or service to access and/or use the Services (such as a BOT, a spider, periodic caching of information stored by Microsoft, or “meta-searching”).
    • (r) Reverse engineer, decompile or disassemble the Services, except and only to the extent that applicable law expressly permits, despite this limitation.
    • (s) Integrate road maps from the Services with road maps supplied by any third party. You may not replace aerial imagery from the Services with imagery supplied by any other mapping platform. Notwithstanding the foregoing, you may overlay aerial imagery that you have the rights to use, provided that such imagery does not substantially replace the base aerial imagery provided by the Services. You may incorporate various data layers of types not available through the Services, in the Company Applications (for example, demographic or school location data). You may combine or overlay Ordnance Survey’s United Kingdom mapping data or data derived from Ordnance Survey’s United Kingdom mapping data (but not Ordnance Survey roads data) with the Services, provided that you have procured all such rights to the Ordnance Survey United Kingdom mapping data, that such use of the Ordnance Survey United Kingdom mapping data with the Services is consistent with your Ordnance Survey license, and that you indemnify Microsoft for such use pursuant to this TOU.
    • (t) Use Content from Ordnance Survey for non-publicly available Company Applications.
    • (u) Use the Services or Content with a vehicle’s dashboard, or a device connected to a vehicle’s dashboard, systems or sensors, except that the device may be connected to the vehicle power source for charging purposes.
    • (v) Create multiple account IDs or take any other action intended to circumvent any applicable transaction limits or other restrictions set forth in this TOU.

    Additional restrictions may apply to use of particular Content or functionalities, as set forth in the SDKs from time to time. We reserve the right to include a search box or advertising in the Content served through the Services. You will not intentionally omit or obscure such advertising, search box or search results including advertising when displaying such Content to end users.

  • 8.3. Account Access. We require use of Access Credentials to use the Services, and require use of transaction tracking and/or session tracking methods for all uses of the Services, as described in the applicable SDKs. Company will use the Access Credentials to: (a) access the Services, and (b) access an administrative customer service site. Company will not make its Access Credentials available to any third party except a third party authorized to act on its behalf. Company is responsible for all use of the Services through its Access Credentials. Company will promptly notify us if it learns of a security breach related to your Access Credentials and use of the Services.
  • 8.4. Bing Maps TOU. You must provide a hypertext link to the Bing Maps TOU: (i) at the bottom of each page in your Company Application where the Services can be viewed or accessed, or (ii) within the terms of use of your Company Application. Microsoft may change the Bing Maps TOU from time to time. Company is responsible for notifying its end users of changes as appropriate and will comply with Microsoft’s reasonable instructions in doing so. You may not encourage or require any end user to breach the terms of the Bing Maps TOU.
  • 8.5. Privacy. Microsoft may collect information such as, but not limited to, an end user’s IP address, requests, time of submissions and the results returned to the user, in connection with transaction requests to the Services. All access to and use of the Services is subject to the data practices set forth in the then-current Privacy Statement, a current copy of which is available at http://aka.ms/BingMapsMicrosoftPrivacy. You are responsible for providing end users with adequate notice of the privacy practices applicable to your Company Application.
  • 8.6. Intellectual Property and Reservation of Rights. Microsoft and its suppliers retain all right, title and interest in and to the Services, Content, the SDKs and all intellectual property rights therein, except for the limited rights expressly granted herein. This TOU does not grant Microsoft any right or license to any Company Application or Company intellectual property including intellectual property that Company has licensed from third parties.
    Except for material that we may license to you, we do not claim ownership of the content you post or otherwise provide to us, that is hosted by Microsoft or a third party hosting provider on Microsoft’s behalf, related to the Services (called a “Submission”). However, by posting or otherwise providing your Submission (and for the avoidance of doubt, where Microsoft hosts content on your behalf including by a third party hosting provider, this constitutes a Submission, but where you host or a third party hosts content on your behalf, other than Microsoft or a third party hosting provider on behalf of Microsoft, this does not constitute a Submission), you are granting to Microsoft free permission to use, copy, distribute, display, publish, transcode and otherwise modify your Submission, each in connection with the Services, and sublicense these rights to others in order to provide the Services. We may refuse to publish and may remove your Submission from the Services at any time. For every Submission you make, you must have all rights necessary for you to grant the permissions in this section. You may agree to grant Microsoft additional rights under this section by way of the process detailed in the SDKs.
  • 8.7. Your Responsibility. You will indemnify and hold the Microsoft parties harmless from and against any and all loss, liability, and expense (including reasonable attorneys’ fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out of any breach by you of any obligation or warranty under this TOU. You will be solely responsible for defending any claim, subject to Microsoft’s right to participate with counsel it selects, and you will not agree to any settlement that imposes any obligation or liability on the Microsoft parties without Microsoft’s prior written consent.
  • 8.8. We Make No Warranty. Microsoft and its suppliers provide the Services and Content “as-is,” “with all faults”, “as available” and without warranty of any kind. To the maximum extent permitted by law, any and all representations, warranties or conditions of any kind whatsoever (including, but not limited to, implied or statutory warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy or satisfactory quality), all with regard to the Services and any Content, are expressly excluded by Microsoft and its suppliers. Microsoft and its suppliers make no warranty that the Services will operate properly as integrated with the Company Applications, that the Services will be uninterrupted, or that any Content will be accurate or complete. Microsoft and its suppliers specifically disclaim any liability for end users’ reliance on the Services. Without limiting the foregoing, Microsoft and its suppliers shall have no liability for harm to end users resulting from reliance on any map or direction provided hereunder.
  • 8.9. Liability Limitation. You can recover from Microsoft and its suppliers only direct damages up to an amount equal to fees you have paid Microsoft for the Services for one month. Neither party nor its suppliers will be liable for any indirect damages, (including, without limitation, consequential, special or incidental damages, damages for loss of profits or revenues, business interruption, or loss of business information) arising out of or related to the Services, Content, or TOU even if advised of the possibility of such damages or if the possibility was reasonably foreseeable.
  • 8.10. Changes to the Services; Cancellation or Suspension of the Services; Audit. We may change, cancel or suspend your use of the Services at any time. Some changes to the Services may cause existing Company Applications to stop working. Our cancellation or suspension may be without cause and/or without notice. Upon Services cancellation, your right to use the Services stops right away. Once the Services are cancelled or suspended, any data you have stored on the Services may not be retrieved later. Microsoft reserves the right to verify your compliance with this TOU.
  • 8.11. General Legal Terms.
    • (a) How We May Change the Contract. We may update the TOU from time to time. If we change this TOU, then we will provide notice as provided in Section 8.11(g). If you do not agree to these changes, then you must stop using the Services. If you do not stop using the Services, then your use of the Services will continue under the changed TOU. In the future we may choose to charge for all use of the Services, or change the requirements for use free of charge. If we choose to change the fee requirements for the Services, Microsoft will provide notice of such terms as provided in Section 8.11(g), and you may elect to stop using the Services rather than incurring fees.
    • (b) Term. This TOU will become effective on your first use of the Services. This TOU may be terminated immediately for any reason and without notice by Microsoft. If this TOU terminates, all rights granted to you by this TOU will automatically terminate and you will cease to have any rights to use the Services.
    • (c) Force Majeure. Microsoft and Company will not be in default of this TOU if performance is delayed or prevented for reasons beyond its control, so long as it resumes performance as soon as practical.
    • (d) Survival. Sections 8.1, 8.2 and 8.6 through and including 8.11 will survive the termination or expiration of this TOU for any reason.
    • (e) Assignment. We may assign the TOU, in whole or in part, at any time with notice to you.
    • (f) Enforceability and Interpreting the TOU. All parts of this TOU apply to the maximum extent permitted by law. If any provision of the TOU is unenforceable, the parties (or, if the parties cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of the TOU will remain in place. This TOU constitutes the entire agreement between you and us regarding your use of the Services.
    • (g) Notices; Consent Regarding Electronic Information. This TOU is in electronic form. We have promised to send you certain information in connection with the Services and have the right to send you certain additional information, including legal notices and that which may be required by law, which we may send in electronic form. You are responsible for keeping your contact information up to date.
      We may provide required information to you:

      • at the e-mail address you specified when you signed up for the Services or any email address you specified viawww.bingmapsportal.com (you are responsible for keeping your contact information up to date and the email address you provide must be capable of receiving email.); or
      • by posting on any portion of this TOU or to another Microsoft web site that will be designated in advance for this purpose.

      Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. If you do not consent to receive notices electronically, you must stop using the Services. Any notice from you will be sent electronically to: maplic@microsoft.com.

    • (h) Claim Must Be Filed Within One Year. Any claim related to this TOU or the Services may not be brought unless brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed within the one-year period, then that claim is permanently barred. This applies to both parties.
    • (i) Choice of Law and Location for Resolving Disputes. If you are headquartered anywhere other than Europe, Washington State law governs the interpretation of this TOU and applies to claims for breach, regardless of conflict of laws principles. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA, for all disputes arising out of or relating to this TOU. If you are headquartered in Europe, the TOU will be construed and governed by the substantive laws of England and Wales. The parties waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. In any dispute relating to the TOU the prevailing party will be entitled to recover reasonable attorneys’ fees and costs.
    • (j) No Third Party Beneficiaries. This TOU is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.
    • (k) No Joint Venture/Independent Development. The parties are operating as independent contractors, and nothing in this TOU will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.
    • (l) Waiver.Any delay or failure of either party to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
    • (m) Logos; Marketing. Except as otherwise agreed to by the parties in writing, neither party will use any logo or trademark of the other party for marketing or any other purpose without the other party’s prior written approval.
    • (n) Print Rights. If print rights are available for the Services, such rights will be included here.

9. Limited Commercial Windows App Development. Subject to your compliance with Sections 1, 2, 8 and 9 of this TOU, you may develop and host Limited Commercial Windows Apps Company Applications that use the Services. Please note that the Maps Platform APIs for the UWP are not available for Windows Apps running on Windows 8.x and earlier operating systems. You may use the Services solely in conjunction with and integrated into Limited Commercial Windows Apps Company Applications using only methods and means of access that are documented in the SDKs. Notwithstanding Section 8.2(b), you may download Content as specifically enabled in the Maps Platform APIs for the UWP for use only in your Company Application. Please note that we do not provide warranties for the Services for Limited Commercial Windows Apps Company Applications under this Section 9. This TOU limits our liability. These terms are in Sections 8.8 and 8.9 and we ask you to read them carefully.

You are responsible for obtaining users’ express permission (opt-in) to use users’ personally identifying information, including users’ location information, and providing a mechanism through which users can opt-out of the use of their personally identifiable and location information. Your use of the Content in the Services is subject to the Bing Maps App Branding Guidelines.

10. Windows App and Windows Phone App Development. Subject to your compliance with Sections 1, 2, 8 and 10 of this TOU, you may develop and host Windows Apps and Windows Phone Apps Company Applications that use the Services. Please note that the Maps Platform APIs for the UWP are not available for Windows Apps running on Windows 8.x and earlier operating systems. You may use the Services solely in conjunction with and integrated into Windows Apps and Windows Phone Apps Company Applications using only methods and means of access that are documented in the SDKs. Notwithstanding Section 8.2(b), you may download Content as specifically enabled in the Maps Platform APIs for the UWP for use only in your Company Application. Please note that we do not provide warranties for the Services for Windows Apps and Windows Phone Apps Company Applications under this Section 10. This TOU limits our liability. These terms are in Sections 8.8 and 8.9 and we ask you to read them carefully.

Your Windows Apps and Windows Phone Apps Company Applications, and the Content therein, must be available to consumers and may be offered for a fee; or available internally for free instructional non-commercial use. You may not use the Services for or in connection with Windows Apps Company Applications used by authenticated enterprise users (employees or agents of the enterprise) over a private network under this section (see Section 9 for terms on such use).

You are responsible for obtaining users’ express permission (opt-in) to use users’ personally identifying information, including users’ location information, and providing a mechanism through which users can opt-out of the use of their personally identifiable and location information.

If you have a Bing Maps Agreement or Volume Licensing Agreement, you may use the Services for Windows App and Windows Phone App Development free of charge pursuant to this Section 10 by following the instructions at the Bing Maps Portal.

11. Media, Entertainment and Broadcast Use. To use Bing Maps for Media, Entertainment and Broadcast Use, please refer to the Bing Maps Media, Entertainment and Broadcast Use Terms of Use.

12. Bing Maps API for Enterprise offerings purchased through the Azure Marketplace. If you have purchased Bing Maps API for Enterprise through the Azure Marketplace the following terms apply to your use of the Services. Please note that we do not provide warranties for the Services under this section. This TOU also limits our liability. These terms are in Sections 12.7 and 12.8 and we ask you to read them carefully.

  • 12.1. License Rights. In exchange for the fees paid through the Azure Marketplace and subject to your compliance with Sections 1, 2, and 12 of this TOU, you may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs, up to the number of Billable Transactions purchased. You will set the user region parameter in the Services in compliance with applicable laws, including those regarding mapping, of the country where the Content is made available. Your use shall be subject to any additional restrictions or rights included in the agreement under which you obtained access to Microsoft Azure services, including the Microsoft Azure Marketplace Terms (your “Azure Customer Agreement”). In using the Services and developing Company Applications you must: obey the law (including local, state, federal or other applicable consumer privacy regulations); not violate the rights of any third party; and obey any codes of conduct or other notices we provide. For a session in the Bing Maps Web Control or Bing Maps Windows Presentation Foundation API, the session will be considered a single Billable Transaction beginning with the load of any of the aforementioned controls and ending when the control is unloaded or disposed for up to 25 transactions (thereafter each otherwise Billable Transaction in a session will be charged as a separate Billable Transaction).
  • 12.2. General Restrictions. We do have some restrictions on your use of the Services. In developing Company Applications, and in using the Services, you may not, nor may you permit your customers to:
    • (a) Upload any content to the Services, or use the Services to display or perform in your Company Application, any content:
      • for which you do not have all necessary permissions from the copyright holder(s);
      • which includes nudity or is obscene, indecent, pornographic or libelous;
      • which is intended to exploit minors in any way;
      • which incites, advocates, or expresses hatred, bigotry, racism, or gratuitous violence; or
      • which is intended to threaten, harass, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so.
    • (b) Copy, store, archive, or create a database of the Content, except that geocodes may be stored locally only for use with your Company Applications.
    • (c) Use Content, including geocodes, other than via an authenticated call to the Services and/or in conjunction with a Bing Map.
    • (d) Present or alert an end user to individual maneuvers of a route in any way that is synchronized with the end-user’s sensor-based position along the route (e.g. turn by turn navigation that tracks end-user’s position using GPS and communicates a maneuver as the end-user approaches the location for such maneuver).
    • (e) Change, obscure, or minimize any logo, trademark, copyright or other notice of Microsoft or its suppliers, or digital watermarks in the Content; except that we may make alternative logo, trademark and copyright attribution requirements available for use with small maps or on small devices; if available you will find them here.
    • (f) Use the Services for business asset tracking, fleet management, or dispatch including, without limitation, to monitor or track the location or movement of Asset(s), including to provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods.
    • (g) Use Content that consists of points of interest data to generate sales leads information in the form of ASCII or other text-formatted lists of category-specific business listings which (i) include complete mailing address for each business; and (ii) contain a substantial portion of such listings for a particular country, city, state or zip code region.
    • (h) Use Content other than in combination with the Services and not separately.
    • (i) Transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products, services or materials.
    • (j) Violate any applicable U.S. Export Administration Regulations or end-user, end-use and destination restrictions issued by U.S. and other governments. The Services are subject to U.S. export jurisdiction.
    • (k) Use the Services in any way that threatens the integrity, performance or reliability of the Services including performance or stress testing, or in any manner that works around any technical limitations in the Services; except that you may test the performance of the Services provided such testing is not at levels above Company’s peak performance levels during the prior three (3) months.
    • (l) Syndicate, redistribute, resell or sublicense access to the Services or Content on a standalone basis.
    • (m) Falsify or alter any unique referral identifier in, or assigned to, a Company Application, or otherwise obscure or alter the source of queries coming from a Company Application.
    • (n) Reverse engineer, decompile or disassemble the Services, except and only to the extent that applicable law expressly permits, despite this limitation.
    • (o) Integrate road maps from the Services with road maps supplied by any third party. You may not replace aerial imagery from the Services with imagery supplied by any other mapping platform. Notwithstanding the foregoing, you may overlay aerial imagery that you have the rights to use, provided that such imagery does not substantially replace the base aerial imagery provided by the Services. You may incorporate various data layers of types not available through the Services, in the Company Applications (for example, demographic or school location data). You may combine or overlay Ordnance Survey’s United Kingdom mapping data or data derived from Ordnance Survey’s United Kingdom mapping data (but not Ordnance Survey roads data) with the Services, provided that you have procured all such rights to the Ordnance Survey United Kingdom mapping data, that such use of the Ordnance Survey United Kingdom mapping data with the Services is consistent with your Ordnance Survey license, and that you indemnify Microsoft for such use pursuant to Section 12.7.
    • (p) Use bird’s eye aerial imagery (if it is made available through the Bing Maps Platform APIs) to reveal latitude, longitude, altitude or other metadata.
    • (q) Use Content from Ordnance Survey for non-publicly available Company Applications.
    • (r) Use the Services or Content with a vehicle’s dashboard, or a device connected to a vehicle’s dashboard, systems or sensors, except that the device may be connected to the vehicle power source for charging purposes.

    Additional restrictions may apply to use of particular Content or functionalities, as set forth in the SDKs from time to time.

  • 12.3. Account Access. We require use of Access Credentials to use the Services, and require use of transaction tracking and/or session tracking methods for all uses of the Services, as described in the applicable SDKs. Company will use the Access Credentials to access the Services. Company will not make its Access Credentials available to any third party except a third party authorized to act on its behalf. Company is responsible for all use of the Services through its Access Credentials. Company will promptly notify us if it learns of a security breach related to your Access Credentials and use of the Services.
  • 12.4. Bing Maps TOU. You must provide a hypertext link to the Bing Maps TOU: (i) at the bottom of each page in your Company Application where the Services can be viewed or accessed, or (ii) within the terms of use of your Company Application. Microsoft may change the Bing Maps TOU from time to time. Company is responsible for notifying its end users of changes as appropriate and will comply with Microsoft’s reasonable instructions in doing so. You may not encourage or require any end user to breach the terms of the Bing Maps TOU.
  • 12.5. Privacy. Microsoft may collect information such as, but not limited to, an end user’s IP address, requests, time of submissions and the results returned to the user, in connection with transaction requests to the Services. All access to and use of the Services is subject to the data practices set forth in the then-current Privacy Statement, a current copy of which is available at http://aka.ms/BingMapsMicrosoftPrivacy. You are responsible for providing end users with adequate notice of the privacy practices applicable to your Company Application.
  • 12.6. Intellectual Property and Reservation of Rights. All rights to the Services and the Content, including rights of use, not specifically granted under this TOU are reserved by Microsoft and its suppliers. Except as set forth herein, this TOU does not grant Microsoft any right or license to any Company Application or Company intellectual property, including intellectual property that Company has licensed from third parties.

    Except for material that we may license to you, we do not claim ownership of the content you post or otherwise provide to us that is hosted by Microsoft or a third party hosting provider on Microsoft’s behalf, related to the Services (called a “Submission”). However, except as set forth herein, by posting or otherwise providing your Submission (and for the avoidance of doubt, where Microsoft hosts content on your behalf including by a third party hosting provider, this constitutes a Submission, but where you host or a third party hosts content on your behalf, other than Microsoft or a third party hosting provider on behalf of Microsoft, this does not constitute a Submission), you are granting to Microsoft free permission to use, copy, distribute, display, publish, transcode and otherwise modify your Submission, each in connection with the Services, and sublicense these rights to others in order to provide the Services. For every Submission you make, you must have all rights necessary for you to grant the permissions in this section. Content that you upload to the Bing Spatial Data Services API will only be used by Microsoft to provide the Services to you, unless you agree to grant Microsoft additional rights under this section by way of the process detailed in the SDKs.

  • 12.7. Duty to Defend.
    • (a) Microsoft. Microsoft agrees at its expense to defend Company in a lawsuit or other judicial action, and pay the amount of any adverse final judgment (after any appeals) or settlement to which Microsoft consents, for any claim made by an unaffiliated third party that the Services infringe its copyright, trademark or patent, or misappropriates a trade secret (individually and collectively, an “Infringement Claim”).
    • (b) Company. Company agrees at its expense to defend Microsoft in a lawsuit or other judicial action, and pay the amount of any adverse final judgment (after any appeals) or settlement to which Company consents, for any claim made by an unaffiliated third party to the extent based on the operation of any Company Application (together with any Infringement Claim, individually and collectively, a “Claim”).
    • (c) Conditions. With regard to any Claim, either party’s obligations are subject to the following conditions: (a) the party seeking defense (the “Defended party”) must promptly notify the other party (the “Defending party”) in writing of the Claim; (b) the Defending party will have sole control over defense or settlement of the Claim; and (c) the Defended party must provide the Defending party with reasonable assistance in the defense of the Claim, for which the Defending party will reimburse Defended party’s reasonable out of pocket expenses. Defended party will have the right to employ separate counsel and participate in the defense at Defended party’s expense. Defending party may not settle the Claim without the Defended party’s prior written consent, if such settlement would result in any admission, liability or limitation upon future actions of the Defended party.
    • (d) Exceptions. Microsoft’s obligations will not apply to the extent any Claim or adverse final judgment is based on: (a) any unauthorized use, disposition or promotion of the Services or a Microsoft trademark by Company; (b) a patent or copyright owned or controlled by Company or its Affiliate; (c) combining the Services with a non-Microsoft product, data or business process, if the basis of the Claim would not have existed but for such combination; or (d) continued use of any part of the Services after notice from Microsoft to stop use because of any alleged infringement. Company will reimburse Microsoft for all damages, costs, and expenses resulting from such actions.
    • (e) Mitigation. In addition to the obligations in Section 12.7(a) above, Microsoft may, in connection with a potential Infringement Claim, at its expense and option, take further action such as: (a) procuring for Company the rights or licenses necessary to address the Infringement Claim; (b) replacing or modifying the Services to make it non-infringing, or (c) terminating the Services and refunding any fees prepaid by Company for undelivered Services.
    • (f) Exclusive Remedy. This Section 12.7 provides Company’s exclusive remedy for third party Infringement Claims.
  • 12.8. Limitation of Liabilities and Disclaimer.
    • (a) Limitation of Liabilities. Neither party nor Microsoft’s suppliers will be liable for any indirect damages, (including, without limitation, consequential, special or incidental damages, damages for loss of profits or revenues, business interruption, or loss of business information) arising out of or related to the Services, Content or TOU even if advised of the possibility of such damages or if the possibility was reasonably foreseeable. Neither party nor Microsoft’s suppliers’ aggregate liability for all claims, actions and/or omissions arising from or related to this TOU, the Services or the Content will exceed the greater of (a) the amount of fees paid by Company to Microsoft in the twelve (12) months preceding the date the claim arises, or (b) two hundred and fifty thousand dollars ($250,000). These limitations will apply even if any remedy fails its essential purpose. None of the limitations and exclusions in this section apply to claims related to either party’s violation of the other party’s intellectual property rights, under Section 12.7 (Duty to Defend), or to any obligation to pay fees.
    • (b) Disclaimer of Warranties. The Services and all Content are provided “as is” without warranty of any kind by Microsoft or its suppliers. To the maximum extent permitted by law, any and all representations, warranties or conditions of any kind whatsoever (including, but not limited to, implied or statutory warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy or satisfactory quality), all with regard to the Services and any Content, are expressly excluded by Microsoft and its suppliers. Microsoft and its suppliers make no warranty that the Services will operate properly as integrated with the Company Applications, that the Services will be uninterrupted, or that any Content will be accurate or complete.
    • (c) Disclaimer of Reliance. Microsoft and its suppliers specifically disclaim any liability for end users’ reliance on the Services. Without limiting the foregoing, Microsoft and its suppliers shall have no liability for harm to end users resulting from reliance on any map, Content, or direction provided hereunder.
  • 12.9. Termination. Either party may terminate this TOU if the other party is in breach of any material term and fails to cure it within thirty (30) days after written notice that describes the breach. In the event of termination by Microsoft due to Company’s uncured material breach, Company will no longer have access to the Services and pay any amounts that it has not yet paid, for services delivered prior to the date of termination.
  • 12.10. Company Application Terms. The following terms apply respectively for each of the following offerings purchased through the Azure Marketplace:
    • (a) Bing Maps API for Enterprise Public Website Transactions: If you purchased a Bing Maps API for Enterprise Public Website Transactions subscription, you may only use the Services in: (i) a Company Application that will serve as a map display and/or locator, available to consumers on Company, agent or franchisee owned and operated publicly available websites (including mobile websites or apps), which may be offered for a fee and/or require a login; or (ii) a Company Application which is used by Company, agent or franchisee to track, view and manage Assets that are consumer devices based on their GPS or other sensor based location. You may not use the Services for or in connection with Company Applications used by authenticated enterprise users (employees or agents of the enterprise) over a private network. Each Bing Maps API for Enterprise Public Website Transaction subscription consists of a varying number of Billable Transactions. This section does not apply to Bing Maps Truck Routing API and Bing Maps Snap to Road API.
    • (b) Bing Maps API for Enterprise Internal Website Transactions: If you have purchased a Bing Maps API for Enterprise Internal Website Transactions subscription you may only use the Services in a Company Application on a private network with access restricted to your employees and/or customers, to access and display maps and related information. Your Company Application may be accessed via a web browser or an installed client, provided that you strictly control functionality in the user interface and authentication of users. Each Bing Maps API for Enterprise Internal Website Transaction subscription consists of a varying number of Billable Transactions. You may not use the Services for Drive Analytics
  • 12.11. Service Levels. Microsoft will use commercially reasonable efforts to achieve the service level commitments in the SLA. The sole remedies for failure to meet the level of service described in the SLA shall be the remedies stated in the SLA. Microsoft will not be liable under the SLA if performance is delayed or prevented for reasons beyond its control, so long as it resumes performance as soon as practical.
  • 12.12. Services Updates. Microsoft will make commercially reasonable efforts to provide advance notice of material updates to the Services. When Microsoft reasonably believes an update will require significant changes to all Company Applications using the Services (such as major releases – e.g. v1.0 to v2.0), Microsoft will keep the previous version (one version back) of the Services available for at least twelve (12) months after the release of the new version. Company may be unable to access the Services if it does not upgrade Company Applications to the latest version during that time.
  • 12.13. General Legal Terms.
    • (a) Notices. We will send any legal notices under this TOU, including notices required by law, to the email address associated with your Microsoft Azure subscription. You are responsible for keeping your contact information up to date, and the email address you provide must be capable of receiving email.. This TOU is in electronic form. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email. If you do not consent to receive notices electronically, you must stop using the Services.
    • (b) How We May Change the TOU. We may update the TOU from time to time. Such TOU updates will be effective when posted here.
    • (c) Force Majeure. Microsoft and Company will not be in default if performance is delayed or prevented for reasons beyond its control, so long as it resumes performance as soon as practical.
    • (d) Survival. Sections 12.1, 12.2. 12.6, 12.7, 12.8, 12.9, 12.10 and 12.13 will survive the termination or expiration of this TOU for any reason.
    • (e) Assignment. We may assign this TOU, in whole or in part, at any time with notice to you.
    • (f) Enforceability and Interpreting the TOU. All parts of this TOU apply to the maximum extent permitted by law. If any provision of this TOU is unenforceable, the parties (or, if the parties cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, this TOU will remain in place. This TOU constitutes the entire agreement between you and us regarding your use of the Services.
    • (g) Fees and Payment. The price and payment terms for your Bing Maps API for Enterprise purchase are governed by your Azure Customer Agreement, hereby incorporated by reference.
    • (h) Choice of Law and Location for Resolving Disputes. If you are headquartered anywhere other than Europe: (i) Washington State law governs the interpretation of this TOU and applies to claims for breach, regardless of conflict of laws principles; and (ii) you and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA, for all disputes arising out of or relating to this TOU. If you are headquartered in Europe, this TOU will be construed and governed by the substantive laws of England and Wales. The parties waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. In any dispute relating to this TOU the prevailing party will be entitled to recover reasonable attorneys’ fees and costs.
    • (i) No Third Party Beneficiaries. This TOU is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.
    • (j) No Joint Venture/Independent Development. The parties are operating as independent contractors, and nothing in this TOU will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.
    • (k) Waiver. Any delay or failure of either party to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
    • (l) Logos; Marketing. Except as otherwise agreed to by the parties in writing, neither party will use any logo or trademark of the other party for marketing or any other purpose without the other party’s prior written approval.
    • (m) Print Rights. If print rights are available for the Services, such rights will be included here.
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Learn more about the Esri website and service terms of use

Stamen Basemaps

Except otherwise noted, each of these map tile sets are © Stamen Design, under a Creative Commons Attribution (CC BY 3.0) license.

We’d love to see these maps used around the web, so we’ve included some brief instructions to help you use them in the mapping system of your choice. These maps are available free of charge. If you use the tiles we host here, please use this attribution:

Attribution:

For Toner and Terrain: Map tiles by Stamen Design, under CC BY 3.0. Data by OpenStreetMap, under ODbL.<COPY HTML>

For Watercolor: Map tiles by Stamen Design, under CC BY 3.0. Data by OpenStreetMap, under CC BY SA. <COPY HTML>

If you roll your own tiles from another source you will still need to credit “Map data by OpenStreetMap, under ODbL.” And if you do use these maps elsewhere, please post a tweet to @stamen!

Isn’t OSM data provided under the ODbL now? Yes, but the data used in our some of our map tiles pre-dates the license change, so it remains CC BY SA until it’s refreshed.

Google Basemaps

Google Maps Platform Terms of Service

Last modified: October 1, 2018 | Previous Versions

If you have entered into an offline variant of this Agreement, the terms below do not apply, and your offline agreement governs your use of the Google Maps Core Services.

Google Maps Platform License Agreement

This Google Maps Platform License Agreement (the “Agreement”) is made and entered into between Google and the entity or person agreeing to these terms (“Customer”). “Google” means either (i) Google Commerce Limited (“GCL”), a company incorporated under the laws of Ireland, with offices at Gordon House, Barrow Street, Dublin 4, Ireland, if Customer has a billing address in the EU and has chosen “non-business” as the tax status/setting for its Google account, (ii) Google Ireland Limited, with offices at Gordon House, Barrow Street, Dublin 4, Ireland, if Customer’s billing address is in any country within Europe, the Middle East, or Africa (“EMEA”), (iii) Google Asia Pacific Pte. Ltd., with offices at 70 Pasir Panjang Road, #03-71, Mapletree Business City II Singapore 117371, if Customer’s billing address is in any country within the Asia Pacific region (“APAC”) except as provided below for Customers with the billing address in Japan, New Zealand, or Australia, (iv) Google Cloud Japan G.K., with offices at Roppongi Hills Mori Tower, 10-1, Roppongi 6-chome, Minato-ku Tokyo, if Customer’s billing address is in Japan, (v) Google Australia Pty Ltd., with offices at Level 5, 48 Pirrama Road, Pyrmont, NSW 2009 Australia, if Customer’s billing address is in Australia, or (vi) Google LLC, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043, if Customer’s billing address is in any country in the world other than those in EMEA and APAC. For Customers with a billing address in New Zealand, as of November 1, 2018, this Agreement is made and entered into by and between Customer and Google New Zealand Limited, with offices at PWC Tower, Level 27, 188 Quay Street, Auckland, New Zealand 1010, as an authorized reseller in New Zealand of the Services and “Google” means Google Asia Pacific Pte. Ltd. and/or its affiliates (including Google New Zealand Limited) as the context requires.

This Agreement is effective as of the date Customer clicks to accept the Agreement, or enters into a Reseller Agreement if purchasing through a Reseller (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer’s access to and use of the Services.

For an offline variant of this Agreement, you may contact Google for more information.

1. Provision of the Services.

1.1 Use of the Services in Customer Applications.  Google will provide the Services to Customer in accordance with the applicable SLA, and Customer may use the Google Maps Core Services in Customer Application(s) in accordance with Section 3 (License).

1.2 Admin Console; Projects; API Keys. Customer will administer the Services through the online Admin Console. To access the Services, Customer must create Project(s) and use its API key(s) in accordance with the Documentation.

1.3 Accounts.  Customer must have an Account to access the Admin Console through which Customer may administer its use of the Services. Customer is responsible for: (a) the information it provides in connection with the Account; (b) maintaining the confidentiality and security of the Account and associated passwords; and (c) any use of its Account.

1.4 Customer Domains and Applications. Customer must list in the Admin Console each authorized domain and application that uses the Services. Customer is responsible for ensuring that only authorized domains and applications use the Services.

1.5 New Features and Services. Google may: (a) make new features or functionality available through the Services and (b) add new services to the “Services” definition (by adding them at the URL stated under that definition). Customer’s use of new features or functionality may be contingent on Customer’s agreement to additional terms applicable to the new feature or functionality.

1.6 Modifications.

1.6.1 To the Services. Google may make changes to the Services, subject to Section 9 (Deprecation Policy), which may include adding, updating, or discontinuing any Services or portion or feature(s) of the Services. Google will notify Customer of any material change to the Services.

1.6.2. To the Agreement. Google may make changes to this Agreement, including pricing (and any linked documents). Unless otherwise noted by Google, material changes to the Agreement will become effective 30 days after notice is given, except if the changes apply to new functionality in which case they will be effective immediately. Google will provide at least 90 days advance notice for materially adverse changes to any SLAs by: (a) sending an email to Customer’s primary point of contact; (b) posting a notice in the Admin Console; or (c) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, Customer should stop using the Services. Google will post any modification to this Agreement to the Terms URL.

2. Payment Terms.

2.1 Free Quota. Certain Services are provided to Customer without charge up to the Fee Threshold, as applicable.

2.2 Online Billing. At the end of the applicable Fee Accrual Period, Google will issue an electronic bill to Customer for all charges accrued above the Fee Threshold based on (a) Customer’s use of the Services during the previous Fee Accrual Period; (b) any Committed Purchases selected; and (c) any Package Purchases selected. For use above the Fee Threshold, Customer will be responsible for all Fees up to the amount set in the Account and will pay all Fees in the currency set forth in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, Google will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. If Customer elects to pay by invoice (and Google agrees), all Fees are due as stated in the invoice. Customer’s obligation to pay all Fees is non-cancellable. Google’s measurement of Customer’s use of the Services is final. Google has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by Google. If Customer has entered into the Agreement with GCL, Google may collect payments via Google Payment Limited, a company incorporated in England and Wales with offices at Belgrave House, 76 Buckingham Palace Road, London, SW1W 9TQ, United Kingdom.

2.3 Taxes.

2.3.1 Customer is responsible for any Taxes, and Customer will pay Google for the Services without any reduction for Taxes. If Google is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Google with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some states the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to Google, Customer must provide Google with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation the Services are subject to local VAT and the Customer is required to make a withholding of local VAT from amounts payable to Google, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT and the grossed up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that Google will receives payment for its services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).

2.3.2 If required under applicable law, Customer will provide Google with applicable tax identification information that Google may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Google for) any taxes, interest, penalties or fines arising out of any mis-declaration by the Customer.

2.4 Invoice Disputes & Refunds. Any invoice disputes must be submitted before the payment due date. If the parties determine that certain billing inaccuracies are attributable to Google, Google will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Google will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within 60 days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of Google and will only be in the form of credit for the Services. Nothing in this Agreement obligates Google to extend credit to any party.

2.5 Delinquent Payments; Suspension. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Google in collecting such delinquent amounts. If Customer is late on payment for the Services, Google may suspend the Services or terminate the Agreement for breach under Section 11.2 (Termination for Breach).

2.6 No Purchase Order Number Required. Google is not required to provide a purchase order number on Google’s invoice (or otherwise).

3. License.

3.1 License Grant. Subject to this Agreement’s terms, during the Term, Google grants to Customer a non-exclusive, non-transferable, non-sublicensable, license to use the Services in Customer Application(s), which may be: (a) fee-based or non-fee-based; (b) public/external or private/internal; (c) business-to-business or business-to-consumer; or (d) asset tracking.

3.2 License Requirements and Restrictions. The following are conditions of the license granted in Section 3.1.  In this Section 3.2, the phrase “Customer will not” means “Customer will not, and will not permit a third party to”.

3.2.2 General Restrictions. Unless Google specifically agrees in writing, Customer will not: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code (except to the extent such restriction is expressly prohibited by applicable law); (b) sublicense, transfer, or distribute any of the Services; (c) sell, resell, or otherwise make the Services available as a commercial offering to a third party; or (d) access or use the Services: (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees; (iii) for activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (iv) on behalf of or for the benefit of any entity or person who is legally prohibited from using the Services; or (v) to transmit, store, or process Protected Health Information (as defined in and subject to HIPAA).

3.2.3 Requirements for Using the Services.

(a) End User Terms and Privacy Policy. Customer’s End User terms of service will state that End Users’ use of Google Maps is subject to the then-current Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html and Google Privacy Policy at https://www.google.com/policies/privacy/.

(b) Attribution.  Customer will display all attribution that (i) Google provides through the Services (including branding, logos, and copyright and trademark notices); or (ii) is specified in the Maps Service Specific Terms. Customer will not modify, obscure, or delete such attribution.

(c) Review of Customer Applications. At Google’s request, Customer will submit Customer Application(s) and Project(s) to Google for review to ensure compliance with the Agreement (including the AUP).

3.2.4 Restrictions Against Misusing the Services.

(a)  No Scraping.  Customer will not extract, export, scrape, or cache Google Maps Content for use outside the Services. For example, Customer will not:(i) pre-fetch, index, store, reshare, or rehost Google Maps Content outside the services; (ii) bulk download geocodes; (iii) copy business names, addresses, or user reviews; or (iv) use Google Maps Content with text-to-speech services. Caching is permitted for certain Services as described in the Maps Service Specific Terms.

(b) No Creating Content From Google Maps Content. Customer will not create content based on Google Maps Content, including tracing, digitizing, or creating other datasets based on Google Maps Content.

(c) No Re-Creating Google Products or Features. Customer will not use the Services to create a product or service with features that are substantially similar to or that re-create the features of another Google product or service. Customer’s product or service must contain substantial, independent value and features beyond the Google products or services.  For example, Customer will not: (i) re-distribute the Google Maps Core Services or pass them off as if they were Customer’s services; (ii) create a substitute of the Google Maps Core Services, Google Maps, or Google Maps mobile apps, or their features; (iii) use the Google Maps Core Services in a listings or directory service or to create or augment an advertising product; (iv) combine data from the Directions API, Geolocation API, and Maps SDK for Android to create real-time navigation functionality substantially similar to the functionality provided by the Google Maps for Android mobile app.

(d) No Use With Non-Google Maps. Customer will not use the Google Maps Core Services in a Customer Application that contains a non-Google map. For example, Customer will not (i) display Places listings on a non-Google map, or (ii) display Street View imagery and non-Google maps in the same Customer Application.

(e) No Circumventing Fees.  Customer will not circumvent the applicable Fees. For example, Customer will not create multiple billing accounts or Projects to avoid incurring Fees; prevent Google from accurately calculating Customer’s Service usage levels; abuse any free Service quotas; or offer access to the Services under a “time-sharing” or “service bureau” model.

(f) No Use in Prohibited Territories. Customer will not distribute or market in a Prohibited Territory any Customer Application(s) that use the Google Maps Core Services.

(g) No Use in Embedded Vehicle Systems. Customer will not use the Google Maps Core Services in connection with any Customer Application or device embedded in a vehicle. For example, Customer will not create a Customer Application that (i) is embedded in an in-dashboard automotive infotainment system; and (ii) allows End Users to request driving directions from the Directions API.

(h) No Modifying Search Results Integrity. Customer will not modify any of the Service’s search results.

(i) No Use for High Risk Activities. Customer will not use the Google Maps Core Services for High Risk Activities.

3.2.5 Benchmarking. Customer may not publicly disclose directly or through a third party the results of any comparative or compatibility testing, benchmarking, or evaluation of the Services (each, a “Test”), unless the disclosure includes all information necessary for Google or a third party to replicate the Test. If Customer conducts, or directs a third party to conduct, a Test of the Services and publicly discloses the results directly or through a third party, then Google (or a Google directed third party) may conduct Tests of any publicly available cloud products or services provided by Customer and publicly disclose the results of any such Test (which disclosure will include all information necessary for Customer or a third party to replicate the Test).

4. Customer Obligations.

4.1 Customer Domains and Applications. Customer must list in the Admin Console each authorized domain and application that uses the Services. Customer is responsible for ensuring that only authorized domains and applications use the Services.

4.2 Compliance. Customer will: (a) ensure that Customer’s and its End Users’ use of the Services complies with the Agreement, including the applicable Services’ AUP and URL Terms; and (b) use commercially reasonable efforts to prevent, promptly notify Google of, and terminate any unauthorized use of or access to its Account(s) or the Services.

4.3 Documentation. Google may provide Documentation for Customer’s use of the Services. The Documentation may specify restrictions (e.g. attribution or HTML restrictions) on how the Services may be used and Customer will comply with any such restrictions specified.

4.4 Copyright Policy. Google provides information to help copyright holders manage their intellectual property online, but Google cannot determine whether something is being used legally or not without their input. Google responds to notices of alleged copyright infringement and terminates accounts of repeat infringers according to applicable copyright laws including in particular the process set out in the U.S. Digital Millennium Copyright Act. If Customer thinks somebody is violating Customer’s or Customer End Users’ copyrights and wants to notify Google, Customer can find information about submitting notices, and Google’s policy about responding to notices at https://www.google.com/dmca.html.

4.5 Data Use, Protection, and Privacy.

4.5.1 Data Use and Retention. To provide the Services through the Customer Application(s), Google must receive and collect data from End Users and Customer, including search terms, IP addresses, and latitude/longitude coordinates. Customer acknowledges and agrees that Google and its Affiliates may use and retain this data to provide and improve Google products and services, subject to the Google Privacy Policy at https://www.google.com/policies/privacy/.

4.5.2 European Data Protection Terms. Google and Customer agree to the Google Maps Controller-Controller Data Protection Terms at https://cloud.google.com/maps-platform/terms/maps-controller-terms.

4.5.3 General Privacy Requirements.

(a) End User Privacy.  Customer’s use of the Services in the Customer Application will comply with applicable privacy laws, including laws regarding Services that store and access Cookies on End Users’ devices.  If Customer has End Users in the European Economic Area, Customer will comply with the EU End User Consent Policy at https://www.google.com/about/company/user-consent-policy.html.

(b) End User Personal Data. Through the normal functioning of the Google Maps Core Services, End Users provide device identifiers and Personal Data directly to Google, subject to the Google Privacy Policy at https://www.google.com/policies/privacy/. However, Customer acknowledges and agrees that Customer will not provide these categories of data to Google.

(c) End User Location Privacy Requirements.  To safeguard End Users’ location privacy, Customer will ensure that the Customer Application(s): (i) notify End Users in advance of (y) the type(s) of data that Customer intends to collect from the End Users or the End Users’ devices, and (z) the combination and use of End User’s location with any other data provider’s data; and (ii) will not obtain or cache any End User’s location except with the End User’s express, prior, revocable consent.

5. Suspension.

5.1 For License Restrictions Violations. Google may Suspend the Services without prior notice if Customer breaches Section 3.2 (License Requirements and Restrictions).

5.2 For AUP Violations or Emergency Security Issues. Google may also Suspend Services as described in Subsections 5.2.1 (AUP Violations) and 5.2.2 (Emergency Security Issues). Any Suspension under those Sections will be to the minimum extent and for the shortest duration required to: (a) prevent or terminate the offending use, (b) prevent or resolve the Emergency Security Issue, or (c) comply with applicable law.

5.2.1 AUP Violations.  If Google becomes aware that Customer’s or any End User’s use of the Services violates the AUP, Google will give Customer notice of such violation by requesting that Customer correct the violation. If Customer fails to correct such violation within 24 hours, or if Google is otherwise required by applicable law to take action, then Google may Suspend all or part of Customer’s use of the Services.

5.2.2 Emergency Security Issues. Google may immediately Suspend Customer’s use of the Services if (a) there is an Emergency Security Issue or (b) Google is required to Suspend such use immediately to comply with applicable law. At Customer’s request, unless prohibited by applicable law, Google will notify Customer of the basis for the Suspension as soon as is reasonably possible.

5.3 For Alleged Third-Party Intellectual Property Rights Infringement. If the Customer Application is alleged to infringe a third party’s Intellectual Property Rights, Google may require Customer to suspend distributing or selling the Customer Application on 30 days’ written notice until such allegation is fully resolved. In any event, this Section 5.3 does not reduce Customer’s obligations under Section 15 (Indemnification).

6. Intellectual Property Rights; Feedback.

6.1 Intellectual Property Rights. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in the Customer Application, and Google owns all Intellectual Property Rights in the Services and Software.

6.2 Customer Feedback. If Customer provides Google Feedback about the Services, then Google may use that information without obligation to Customer, and Customer irrevocably assigns to Google all right, title, and interest in that Feedback.

Certain components of the Services (including open source software) are subject to third-party copyright and other Intellectual Property Rights, as specified in: (a) the Google Maps/Google Earth Legal Notices at https://www.google.com/help/legalnotices_maps.html; and (b) separate, publicly-available third-party license terms, which Google will provide to Customer on request.

8. Technical Support Services.

8.1 By Google.  Google will provide Maps Technical Support Services to Customer in accordance with the Maps Technical Support Services Guidelines.

8.2 By Customer.  Customer is responsible for technical support of its Customer Applications and Projects.

9. Deprecation Policy.

9.1 Google will notify Customer at least 12 months before making material discontinuance(s) or backwards incompatible change(s) to the Services, unless Google reasonably determines that: (a) Google cannot do so by law or by contract (including if there is a change in applicable law or contract) or (b) continuing to provide the Services could create a (i) security risk or (ii) substantial economic or technical burden.

9.2 Section 9.1 applies to the Services listed at https://cloud.google.com/maps-platform/terms/maps-deprecation/. If Google deprecates any Services that are not listed at the above URL, Google will use commercially reasonable efforts to minimize the adverse impacts of such deprecations.

10. Confidential Information.

10.1 Obligations. The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. Subject to Section 10.2 (Required Disclosure), the recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.

10.2 Required Disclosure. The recipient may disclose the other party’s Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (a) promptly notify the other party of such disclosure before disclosing; and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could: (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; and/or (iii) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third party requests concerning its use and Customer End Users’ use of the Services.

11. Term and Termination.

11.1 Agreement Term. The “Term” of this Agreement will begin on the Effective Date and continue until the Agreement is terminated under this Section.

11.2 Termination for Breach. Either party may terminate this Agreement for breach if: (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice; or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. In addition, Google may terminate any, all, or any portion of the Services or Projects, if Customer meets any of the conditions in subsections (a) or (b).

11.3 Termination for Inactivity. Google reserves the right to terminate provision of Service(s) to a Project on 30 days advance notice if, for more than 180 days, such Project (a) has not made any requests to the Services from any Customer Applications; or (b) such Project has not incurred any Fees for such Service(s).

11.4 Termination for Convenience. Customer may stop using the Services at any time. Subject to any financial commitments expressly made by this Agreement, Customer may terminate this Agreement for its convenience at any time on prior written notice and upon termination, must cease use of the applicable Services. Google may terminate this Agreement for its convenience at any time without liability to Customer.

11.5 Effects of Termination.

11.5.1 If the Agreement is terminated, then: (a) the rights granted by one party to the other will immediately cease; (b) all Fees owed by Customer to Google are immediately due upon receipt of the final electronic bill; and (c) Customer will delete the Software and any content from the Services by the termination effective date.

11.5.2 The following will survive expiration or termination of the Agreement: Section 2 (Payment Terms), Section 3.2 (License Requirements and Restrictions), Section 4.5 (Data Use, Protection, and Privacy), Section 6 (Intellectual Property; Feedback), Section 10 (Confidential Information), Section 11.5 (Effects of Termination), Section 14 (Disclaimer), Section 15 (Indemnification), Section 16 (Limitation of Liability), Section 19 (Miscellaneous), and Section 20 (Definitions).

12. Publicity.

Customer may state publicly that it is a customer of the Services, consistent with the Trademark Guidelines. If Customer wants to display Google Brand Features in connection with its use of the Services, Customer must obtain written permission from Google through the process specified in the Trademark Guidelines. Google may include Customer’s name or Brand Features in a list of Google customers, online or in promotional materials. Google may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use. Where applicable, Customer may use Google Maps Content in accordance with the “Using Google Maps, Google Earth and Street View” permissions page at https://www.google.com/permissions/geoguidelines.html#geotrademarkpolicy, which will be considered “Google’s prior written consent” for the permitted uses.

13. Representations and Warranties.

Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with Export Control Laws and Anti-Bribery Laws applicable to its provision, receipt, or use, of the Services, as applicable.

14. Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE: (A) DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE SERVICES OR SOFTWARE; (B) MAKES NO REPRESENTATION ABOUT CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICES; AND (C) WILL ONLY BE REQUIRED TO PROVIDE THE REMEDIES EXPRESSLY STATED IN THE SLA FOR FAILURE TO PROVIDE THE SERVICES. GOOGLE MAPS CORE SERVICES ARE PROVIDED FOR PLANNING PURPOSES ONLY. INFORMATION FROM THE GOOGLE MAPS CORE SERVICES MAY DIFFER FROM ACTUAL CONDITIONS, AND MAY NOT BE SUITABLE FOR THE CUSTOMER APPLICATION.  CUSTOMER MUST EXERCISE INDEPENDENT JUDGMENT WHEN USING THE SERVICES TO ENSURE THAT THE CUSTOMER APPLICATION IS SAFE FOR END USERS AND OTHER THIRD PARTIES.

15. Indemnification.

15.1 By Customer. Unless prohibited by applicable law, Customer will defend Google and its Affiliates and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Indemnified Materials or (b) Customer’s or an End User’s use of the Services in violation of the Agreement.

15.2 By Google. Google will defend Customer and its Affiliates participating under the Agreement (“Customer Indemnified Parties”), and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that Customer Indemnified Parties’ use in accordance with the Agreement of Google Indemnified Materials infringes the third party’s Intellectual Property Rights.

15.3 Exclusions. This Section 15 will not apply to the extent the underlying allegation arises from (a) the indemnified party’s breach of the Agreement or (b) a combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party, unless the combination is required by the Agreement.

15.4 Conditions. Sections 15.1 and 15.2 will apply only to the extent:

(a) The indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 15.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 15.1 or 15.2 (as applicable) will be reduced in proportion to the prejudice.

(b) The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

15.5 Remedies.

(a) If Google reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Google may, at its sole option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative.

(b) If Google does not believe the remedies in Section 15.5(a) are commercially reasonable, then Google may suspend or terminate Customer’s use of the impacted Services.

15.6 Sole Rights and Obligations. Without affecting either party’s termination rights, this Section 15 states the parties’ sole and exclusive remedy under this Agreement for any third party’s Intellectual Property Rights Allegations and Third-Party Legal Proceedings covered by this Section 15 (Indemnification).

16. Limitation of Liability.

16.1 Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AND GOOGLE’S LICENSORS, WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR PROFITS (WHETHER DIRECT OR INDIRECT), INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY OR LICENSOR, AS APPLICABLE, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

16.2 Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AND GOOGLE’S LICENSORS, MAY NOT BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO GOOGLE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

16.3 Exceptions to Limitations. These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, or Customer’s payment obligations.

17. Advertising.

In its sole discretion, Customer may configure the Service to either display or not display advertisements served by Google.

18. U.S. Federal Agency Users.

The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.

19. Miscellaneous.

19.1 Notices. All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to Google’s Legal Department is legal-notices@google.com. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

19.2 Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.

19.3 Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within 30 days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and 30 days after it receives that written notice.

19.4 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

19.5 Subcontracting. Google may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.

19.6 No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.

19.7 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

19.8 Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

19.9 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

19.10 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.

19.11 Governing Law.

19.11.1 For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county or state government entity, then the Agreement will be silent regarding governing law and venue.

19.11.2 For U.S. Federal Government Entities. If Customer is a U.S. federal government entity then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW: (I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

19.11.3 For All Other Entities. If Customer is any entity not listed in Section 19.11.1 or 19.11.2 then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

19.12 Amendments. Except as stated in Section 1.5.2 (Modifications; To the Agreement), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

19.13 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The terms located at any URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, Google may provide an updated URL in place of any URL in this Agreement.

19.14 Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms at any URL.

19.15 Conflicting Translations. If this Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.

20. Reseller Orders.

This Section applies if Customer orders the Services from a Reseller under a Reseller Agreement (including the Reseller Order Form).

20.1 Orders. If Customer orders Services from Reseller, then: (a) fees for the Services will be set between Customer and Reseller, and any payments will be made directly to Reseller under the Reseller Agreement; (b) Section 2 of this Agreement (Payment Terms) will not apply to the Services; (c) Customer will receive any applicable SLA credits from Reseller, if owed to Customer in accordance with the SLA; and (d) Google will have no obligation to provide any SLA credits to a Customer who orders Services from the Reseller.

20.2 Conflicting Terms. If Customer orders Google Maps Core Services from a Reseller and if any documents conflict, then the documents will control in the following order: the Agreement, the terms at any URL (including the URL Terms), Reseller Order Form. For example, if there is a conflict between the Maps Service Specific Terms and the Reseller Order Form, the Maps Service Specific Terms will control.

20.3 Reseller as Administrator. At Customer’s discretion, Reseller may access Customer’s Projects, Accounts, or the Services on behalf of Customer. As between Google and Customer, Customer is solely responsible for: (a) any access by Reseller to Customer’s Account(s), Project(s), or the Services; and (b) defining in the Reseller Agreement any rights or obligations as between Reseller and Customer with respect to the Accounts, Projects, or Services.

20.4 Reseller Verification of Customer Application(s). Before providing the Services, Reseller may also verify that Customer owns or controls the Customer Applications. If Reseller determines that Customer does not own or control the Customer Applications, then Google will have no obligation to provide the Services to Customer.

21. Definitions.

Account” means Customer’s Google Account.

Admin Console” means the online console(s) and/or tool(s) provided by Google to Customer for administering the Services.

Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

Allegation” means an unaffiliated third party’s allegation.

Anti-Bribery Laws” means all applicable commercial and public anti-bribery laws, (for example, the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010), which prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties.

AUP” or “Acceptable Use Policy” means the then-current Acceptable Use Policy  for the Services at: https://cloud.google.com/maps-platform/terms/aup/.

Brand Features” means the trade names, tradmarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party.

Committed Purchase(s)” has the meaning provided in the Maps Service Specific Terms.

Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.

Control” means control of greater than 50% of the voting rights or equity interests of a party.

Customer Application” means any web domain or application (including all source code and features) owned or controlled by Customer, or that Customer is authorized to use.

Customer End User” or “End User” means an individual or entity that Customer permits to use the Services or Customer Application(s).

Customer Indemnified Materials” means the Customer Application and Customer Brand Features.

Documentation” means the Google documentation (as may be updated) in the form generally made available by Google for use with the Services at https://developers.google.com/maps/documentation.

Emergency Security Issue” means either: (a) Customer’s or Customer End Users’ use of the Services in violation of the AUP, which could disrupt: (i) the Services; (ii) other customers’ or their customer end users’ use of the Services; or (iii) the Google network or servers used to provide the Services; or (b) unauthorized third party access to the Services.

Europe” or “European” means European Economic Area or Switzerland.

Export Control Laws” means all applicable export and re-export control laws and regulations, including any applicable munitions- or defense-related regulations (for example, the International Traffic in Arms Regulations maintained by the U.S. Department of State).

Fee Accrual Period” means a calendar month or another period specified by Google in the Admin Console.

Fee Threshold” means the threshold (as may be updated), as applicable for certain Services, as set out in the Admin Console.

Feedback” means feedback or suggestions about the Services provided by Customer to Google.

Fees” means the product of the amount of Services used or ordered by Customer multiplied by the Prices, plus any applicable Taxes.

Google Indemnified Materials” means Google’s technology used to provide the Services (excluding any open source software) and Google’s Brand Features.

Google Maps Content” means any content provided through the Services (whether created by Google or its third-party licensors), including map and terrain data, imagery, traffic data, and places data (including business listings).

High Risk Activities” means activities where the use or failure of the Services could lead to death, personal injury, or environmental damage, including (a) emergency response services; (b) autonomous and semi-autonomous vehicle or drone control; (c) vessel navigation; (d) aviation; (e) air traffic control; (f) nuclear facilities operation.

HIPAA” means the Health Insurance Portability and Accountability Act of 1996 as it may be amended, and any regulations issued under it.

Indemnified Liabilities” means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.

including” means “including but not limited to”.

Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.

Legal Process” means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

Maps Service Specific Terms” means the then-current terms specific to one or more Services at https://cloud.google.com/maps-platform/terms/maps-service-terms/.

Maps Technical Support Services” means the technical support service provided by Google to Customer under the then-current Maps Technical Support Services Guidelines.

Maps Technical Support Services Guidelines” means the then-current technical support service guidelines at https://cloud.google.com/maps-platform/terms/tssg/.

Package Purchase” has the meaning set out in the Maps Service Specific Terms.

Personal Data” has the meaning provided in the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016.

Price” means the then-current applicable price(s) stated at https://cloud.google.com/maps-platform/pricing/sheet/.

Prohibited Territory” means the countries listed at https://cloud.google.com/maps-platform/terms/maps-prohibited-territories/.

Project” means a Customer-selected grouping of Google Maps Core Services resources for a particular Customer Application.

Reseller” means, if applicable, the authorized reseller that sells or supplies the Services to Customer.

Reseller Agreement” means, if applicable, a separate, independent agreement between Customer and Reseller regarding the Services.

Reseller Order Form” means an order form entered into by Reseller and Customer, subject to the Reseller Agreement.

Services” and “Google Maps Core Services” means the services described at https://cloud.google.com/maps-platform/terms/maps-services/. The Services include the Google Maps Content and the Software.

SLA” or “Service Level Agreement” means each of the then-current service level agreements at: https://cloud.google.com/maps-platform/terms/sla/.

Software” means any downloadable tools, software development kits, or other computer software provided by Google for use as part of the Services, including updates.

Taxes” means any duties, customs fees, or taxes (other than Google’s income tax) associated with the purchase of the Services, including any related penalties or interest.

Term” has the meaning stated in Section 1.6 of this Agreement.

Terms URL” means the following URL set forth here: https://cloud.google.com/maps-platform/terms/.

Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

Trademark Guidelines” means (a) Google’s Brand Terms and Conditions, located at: https://www.google.com/permissions/trademark/brand-terms.html; and (b) the “Use of Trademarks” section of the “Using Google Maps, Google Earth and Street View” permissions page at https://www.google.com/permissions/geoguidelines.html#geotrademark policy.

URL Terms” means the following, which will control in the following order if there is a conflict:

(a) the Maps Service Specific Terms;

(b) the SLA;

(c) the AUP;

(d) the Maps Technical Support Services Guidelines;

(e) the Google Maps/Google Earth Legal Notices at https://www.google.com/help/legalnotices_maps.html; and

(f) the Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html.