These General Terms and Conditions (“General Terms”), along with any applicable special terms (see below), govern the relationship between MapTiler team represented by Klokan Technologies GmbH, Hofnerstrasse 96, 6314 Unterageri, Switzerland (“MapTiler”) and you, our customer (“Customer” or “You”).
General Terms Scope. These General Terms apply to the use of all MapTiler products (“Products”). You agree to be bound by these General Terms in full extent.
For specific Products, additional terms apply alongside these General Terms (“Special Terms”). In case of any conflict between these General Terms and any Special Terms, the Special Terms shall prevail. Any specific agreement between
you and us has priority over these General Terms and Special Terms.
As of this moment, there are following Special Terms:
Business Customers. If you are entering into an agreement with MapTiler on behalf of your company or another legal entity, you represent that you have the authority to bind that entity to these General Terms and relevant Special Terms, in which case “Customer” will mean the entity you represent.
Rights Under the Law. You may have additional rights under the law. We do not seek to limit those rights where it is prohibited to do so by law.
Customer Use Only. All Products are to be used by you as our Customer only and in accordance with all applicable terms unless specified otherwise in any Special Terms or unless explicitly agreed otherwise between you and MapTiler in written form. You may not resell or redistribute, rent, lease, lend, sell or sublicense our Products or any part thereof. You are also not permitted to make our Products or parts thereof available to others (including your affiliates, subsidiaries or parent companies) in any other way unless specified otherwise in any Special Terms or unless explicitly agreed otherwise between you and MapTiler in written form.
No Reverse Engineering. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Products, except to the extent applicable law permits it despite these limitations.
Sole Ownership. We remain the sole owner of all rights, title, and interest in our Products. We do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Products. We reserve all rights not granted under these General Terms and Special Terms.
Lawful Use Only. You can only use our Products for lawful purposes.
Confidentiality. You agree that our Products and all related documentation contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and that all rights, title, and interest in and to the Products and the related documentation including, but not limited to, copyright and other intellectual property rights therein and thereto, are owned by and remain the property of MapTiler. The Products and the related documentation (and all portions thereof, collectively and separately) are proprietary to MapTiler and contain valuable trade secrets, and shall be considered confidential information of MapTiler hereunder (whether or not marked with a legend identifying it as “confidential”). The Customer shall, at all times, keep the Products and the related documentation confidential and shall not permit the same to be used, copied, disclosed or disposed of except in accordance with these General Terms and Special Terms.
Account Responsibility. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Products. You must immediately notify us about any possible misuse of your accounts or authentication credentials or any security incident related to the use of our Products.
User content User content means any material that you upload to us in the course of using our Products (“User Content”). We are not responsible for any loss or corruption of the User Content uploaded to us.
License to Your User Content. You retain all rights and ownership of your User Content. When you upload any User Content to us, you grant us a nonexclusive, worldwide, royalty-free, perpetual, sublicensable, and transferable license to use and display the User Content but only for the purpose of your proper use of our Products. By uploading your User Content to us, you agree that you have: (a) all necessary licenses and permissions to use your User Content; and (b) the rights necessary to grant the license specified in this section. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to your User Content, your use of the Products or your violation of these General Terms or other applicable Special Terms.
Lawful Use Only. You can only use our Products for lawful purposes.
Taxes and Third-Party Fees. All our published prices and fees do not include taxes unless explicitly specified otherwise. You must pay any applicable taxes and third-party fees (including, for example, ISP charges, foreign exchange fees and foreign transaction fees). We are not responsible for these fees and our prices and fees are published exclusive of such third-party fees.
Payment Methods. You may pay for our Products using payment methods available on our website as of the moment when you purchase our Products.
Our Use of Your Name. You agree to be identified as our Customer. You also agree that we may refer to you by name, trade name and trademark, if applicable, and may briefly describe your business in our marketing materials and our websites. You hereby grant us a nonexclusive, worldwide, royalty-free, perpetual license to use your name and any of your trade names and trademarks solely in connection with the rights granted to us pursuant to this section.
Disclaimer of Warranties. Please test our Products before you purchase a license. Unless there is a service-level agreement (SLA) agreed between MapTiler and you, all Products are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We further disclaim any warranty that (a) the Products will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Products will be effective, accurate, or reliable; (c) the quality of the Products will meet your expectations; or (d) any errors or defects in the Products will be corrected.
Future Changes. MapTiler is not responsible for any future changes of environment where the Products run (the Customer's system), changes of the data formats or compatibility with future software (or any software that has not been explicitly tested) or any software provided by the third party.
Disclaimer of Liability. We specifically disclaim all liability for any actions resulting from your use of any Products. You may use and access the Products at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to any Products.
No Liability. Unless agreed otherwise, we are not liable to you or anyone else for any loss of use, data, goodwill, or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if we have been advised of the possibility of the loss or damages), including losses and damages (a) resulting from loss of use, data, or profits, whether or not foreseeable; (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (c) arising from any other claim arising out of or in connection with your use of or access to the Products. Nothing in these General Terms limits or excludes our liability for gross negligence, for our, or our employees’, intentional misconduct, or for death or personal injury.
Liability Limitation. Our total liability in any matter arising out of or related to your use of Products, these General Terms or any Special Terms is limited to USD 1000 or the aggregate amount that you paid for all Products during the three-month period preceding the event giving rise to the liability, whichever is larger. This limitation will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether a party has been advised of the possibility of the claim or loss.
Permitted by Law Only. The limitations and exclusions in this section apply to the maximum extent permitted by law.
Breach of General Terms/Special Terms. We may immediately terminate any agreement with you (including any license to a Product) if you fail to comply with the provisions of these General Terms or any applicable Special Terms. You shall permanently delete the Product in its entirety. The already paid fees will not be refunded.
Termination by You. You may stop using the Products at any time. This does not relieve you of any obligation to pay any outstanding fees. The already paid fees will not be refunded.
Survival. Your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these General Terms and Special Terms will survive the termination.
Applicable Law. All relations between MapTiler and Customers are governed by the substantive laws of Switzerland. The parties expressly waive the application of the UN Convention on Contracts for the International Sale of Goods (CISG).
Place of Jurisdiction. All disputes arising out of or in connection with these General Terms and any Special Terms, including disputes on the conclusion, binding effect, amendment and termination of any contract between MapTiler and Customers, shall be exclusively resolved by the competent court of Zug (Canton of Zug / Switzerland). This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to a violation of intellectual property rights.
No Assignment. You may not assign or otherwise transfer your rights and obligations, in whole or in part, either voluntarily or by operations of law without our written consent, and any such attempt will be void.
Change of Control. In the event that any person or body corporate (excluding current shareholders) acquires in aggregate more than 50% of shares in Customer or otherwise assumes control of Customer, the Customer shall promptly notify MapTiler in writing of such an occurrence and MapTiler shall have the right, exercisable in its sole discretion, at any time thereafter to terminate any and all agreements with Customer without any liability by providing thirty (30) days notice in writing to Customer.
Headings. Headings used in these General Terms or any Special Terms are provided for convenience only and will not be used to construe meaning or intent.
Severability. If any provision of these General Terms or any Special Terms is held invalid or unenforceable for any reason, the General Terms and any Special Terms will continue in full force and effect.
Updates to the General Terms and Special Terms. We may modify these General Terms and any Special Terms to reflect changes to the law or changes to our Products. You should look at these General Terms and applicable Special Terms regularly. We will post notice of modifications to these General Terms and Special Terms on this page. By continuing to use or access the Products after the revisions are in effect, you agree to be bound by the revised General Terms/Special Terms.
Updates to the Products. We may modify, update, or discontinue the Products (including any portions or features) at any time, without liability to you or anyone else. However, for changes to paid offerings, we will make reasonable efforts to notify you of the modification, update or discontinuation. If we discontinue any Product in its entirety, we will also allow you a reasonable time to download your User Content and we will provide you with a pro-rata refund for any unused fees for the Product you prepaid.
No waiver. Our failure to enforce or exercise any provision of these General Terms or any Special Terms is not a waiver of that provision.