Mapdwell® Terms of Service
Welcome to Mapdwell’s energy insight platform!
By accepting this Agreement, either by executing an order form or another document that references this Agreement, by clicking a box indicating your acceptance, by using or making any payment for any Services, or otherwise affirmatively indicating your acceptance of this Agreement, you (i) agree to the Terms; and (ii) represent and warrant that you have the authority to bind Subscriber and its affiliates to this Agreement.
1.1 “Authorized User” means Subscriber, its affiliates and their agents, employees or contractors authorized by Subscriber to use the Services.
1.2 “Documentation” means any form of Mapdwell-provided user or end-user documentation related to the Services (e.g., explanatory videos, user manuals, assumption statements, white papers, online help overlays, etc.)
1.3 “End User” means any Subscriber’s client who has online access to the Services and is unaffiliated to the Subscriber.
1.4 “End User License Agreement” or “EULA” means the terms by which Subscriber’s customers are bound when using the Services.
1.5 “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.
1.6 “Service-Generated Output” means any output, report, plan, map, drawing, image, documentation or other file or data that is generated by or through the Services and provided by or made available to you by Mapdwell.
1.7 “User Content” means any content that you contribute to the Services excluding any content that you receive from Mapdwell.
2. Agreement Structure and Documents
2.1 Order Forms; Statements of Work (SoW)
This Agreement sets forth the terms and conditions on which Mapdwell makes available to Subscriber the products and services expressly identified in an order form, statement of work, and/or other ordering document or procedure (e.g., a web-based order process) that (i) is signed by the parties (including via electronic means) and (ii) expressly references and incorporates this Agreement (each, an “Order Form”). Each Order Form is subject to the terms of this Agreement and is deemed incorporated to it.
An Order Form may reference or include one or more additional documents that are relevant to the Services (each, and “Addendum”). Addenda is deemed incorporated into the applicable Order Form and therefore into this Agreement.
2.3 Order of Precedence
Any conflict that may arise between a Statement of Work, an Order Form, an Addendum, or the body of this Agreement (the “Master Terms”) will be resolved according to the following order of precedence: (1) the Order Form; (2) the Addendum; (3) the Master Terms; and (4) the Statement of Work.
3. Subscription Services
3.1 Accessing the Services
To access most features of the Services, you must register for an account. You are solely responsible for guarding the security of your account, access credentials, API keys and any other confidential data that grants you access to your account and/or the Services. You will at all times be responsible for all actions taken under an Authorized User’s account, whether such action was taken by an Authorized User or by another party, and whether such action was authorized by an Authorized User or not. You are responsible for the security of each Authorized User’s credentials and will not share (and will instruct each Authorized User not to share) such credentials with any other person or entity or otherwise permit any other person or entity to access or use the Services. If you have reason to believe that your account has been breached or is no longer secure, you shall immediately notify us at [email protected].
3.2 Use of the Services
3.3 API Services
API Services are subject to the API Terms of Service.
3.4 Free Trials
If Subscriber registers on our website for a free trial, Mapdwell will make the applicable Services available to Subscriber on a trial basis, free of charge, until the earlier of (i) the end of the free trial period for which Subscriber registered to use the Services, or (ii) the start date of any Services subscriptions ordered by Subscriber for such Services on a paid basis, or (iii) termination by Mapdwell at our sole discretion. Additional terms and conditions that may appear on the trial registration web page at the time of subscription will be considered incorporated into this Agreement by reference and are legally binding.
3.5 Support Services
Unless otherwise agreed, Mapdwell will not be required to provide support services in connection with the Services. You may contact our customer support desk at [email protected] if you encounter any problems using the Services, or to request additional support services. Any requests for additional support services may involve additional fees to be agreed to by the parties, notwithstanding the fact that we may reject them at our sole discretion.
3.6 Payment and Fees
Subscriber will pay Mapdwell the fees and any other amounts owing under this Agreement as specified in the applicable Statement of Work or Order Form including, as applicable, any early termination fees specified. Subscriber will provide valid and updated credit card information or an alternative form of valid payment that Mapdwell has deemed as acceptable in writing. If Subscriber provides credit card information to Mapdwell, Subscriber authorizes us to charge such credit card for all Services listed in the Order Form or Statement of Work for the initial subscription term and any renewal or autorenewal subscription term(s) as stated. Such charges shall be made in advance, either monthly or in accordance with any different billing frequency stated in the applicable Order Form or Statement of Work. If the parties agree to a payment method other than a credit card, Mapdwell will invoice Subscriber in advance and otherwise in accordance with the relevant Order Form or Statement of Work. Unless otherwise stated, invoiced fees are due within 30 days from the invoice date for non-credit card payments. Subscriber is responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. 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. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by us in collecting such delinquent amounts. Amounts due from Subscriber under this Agreement may not be withheld or offset by Subscriber against amounts due to Subscriber for any reason. We are not responsible for any bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by Mapdwell. All payments made by you to us under the Terms will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us after such deduction or withholding, will be equal to the full amount that we would have received if no deduction or withholding had been required. The payment of any taxes, charges or fees required to be deducted or withheld from payments due to us, and the filing of any information or tax returns with respect thereto, shall be your responsibility. Upon your reasonable request, we will provide you with any existing tax forms in our possession that would reduce or eliminate the amount of any such withholding or deduction for taxes.
Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Subscriber will not, and will not permit or authorize third parties to (i) resell, rent, lease, or otherwise permit third parties to use the Services or Documentation; (ii) use the Services to provide services to third parties (e.g., on a time share or service bureau basis); (iii) provide any data, information, or reports obtained through the Service, including but not limited to Service-Generated Output, to any third party, or to anyone other than an Authorized User or Subscriber’s customers solely for the customers’ use in the context of the products or services Subscriber provides to those customers; (iv) allow anyone other than an Authorized User to use the Services, or allow more Authorized Users than designated in your account; (v) access or use (or permit a third party to access or use) the Services for purposes of monitoring availability, performance or functionality of the Services or for any other benchmarking or competitive purpose; (vi) interfere with security-related features of the Services, including by disabling or circumventing features that prevent or limit use or copying of any content or reverse engineering, disassembling, decompiling or otherwise attempting to discover the source code of any portion of the Services; (vi) use any tool or process that accesses the Services in a manner that degrades the Services; (vii) access the Services programmatically or by automatic or automated process; (viii) use the Services or any customer data provided by Mapdwell for the transmission of “spam, “junk mail”, “chain letters”, “phishing” or unsolicited mass distribution of email; (ix) use any consumer data provided to you by Mapdwell as a factor for establishing an individual’s eligibility for credit, insurance, employment, in a way that would cause the consumer data provided by Mapdwell to constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., or in any other manner that would cause such use of the Services to be construed as a consumer report by any authority having jurisdiction over any of the Parties; (x) use the Service for any illegal purpose or in violation of any local, state, national, or international law, including, without limitation, the Fair Credit Reporting Act and the CAN-SPAM Act; or (xi) use the Services to create or assist any third party in creating a service that is competitive with the Services.
3.8 End Users Restrictions and Limitations
End Users may not: (i) use or aggregate any information, data, content, image, map, drawing, Service-Generated Output, or any other content that constitute Materials as defined in Section 5.2 herein for any commercial purpose, including marketing; (ii) publish, offer, sell, license, transmit, distribute, or reproduce the Materials via any means; (iii) Use the Materials in violation of any applicable law, rule, or regulation or in violation of any third party right; (iv) store or cache the Material for purposes other than personal, non-commercial use (storage of the data for resale or commercialization is expressly prohibited). All rights to cache, store, use or access the Services or the Material shall terminate on the expiration or earlier termination of the applicable Work Order.
3.9 Reservation of Rights
Mapdwell grants to Subscriber a limited right to use the Services and Documentation under this Agreement subject to the Terms. Subscriber will not have any rights to the Services or Documentation except as expressly granted in the Agreement. Mapdwell reserves to itself all rights to all Mapdwell technology, including the Services, Documentation, and any Services usage data collected or obtained by us, such as improvements to the Services that are developed based on Subscriber usage of the Services, not expressly granted to Subscriber in accordance with this Agreement.
3.10 Compliance with Applicable Laws
Subscriber and End Users will use the Services and Documentation in compliance with all applicable laws and regulations.
4. Term and Termination
4.1 Agreement Term
Unless otherwise executed, this Agreement is effective as of the date you click on the checkbox marked “I agree to the Terms of Service” or first access or use the Services, whichever occurs earlier (the “Effective Date”) and, unless terminated earlier by either party in accordance with the Terms of this Agreement, will continue for the term specified in the applicable Statement of Work or Order Form (the “Initial Term”). For clarity, you acknowledge and agree that this Agreement applies to all of your usage of the Services, regardless if such checkbox was ever clicked or even if such use began prior to clicking such checkbox. Unless otherwise stated in writing, the Initial Term shall automatically renew for additional periods equal to the expiring term unless (i) either party notifies the other in writing of its intent not to renew at least thirty (30) days prior to the end of the then-current term, or (ii) Subscriber cancels the Services online, when applicable, before the stated next billing cycle. We do not give pro-rated refunds for unused time if you cancel during the middle of a billing cycle. The Initial Term and renewal periods are collectively referred to as the “Term”.
4.2 Termination for Breach
If you breach any of these Terms, we may immediately without notice cancel or suspend your account and the limited license granted to you hereunder terminates automatically, without notice to you. Upon termination of the limited license, and unless agreed otherwise in writing, you agree to immediately destroy any materials downloaded from the Service. In addition, Mapdwell may cancel or suspend your account for any reason by providing you 30 days’ advance notice Upon cancellation or suspension, your right to use the Services will stop immediately. You may not have access to data that you stored on the site after we cancel or suspend your account. You are responsible for backing up data that you use with the Services. If we cancel your account in its entirety without cause, we will issue a refund on a pro-rated basis, for any amounts corresponding to the portion of your service remaining right before your account was cancelled.
Notwithstanding anything to the contrary herein, Sections 1, 2, 5, 6, 8, 9, 10, 12 and 13 will survive termination or expiration of this Agreement.
5.1 User Content
You retain ownership of all content that you contribute or upload to the Services including but not limited to via Solar System, Fluxboard, our APIs, and excluding any and all content that you receive from Mapdwell (the “User Content”). As between you and Mapdwell, you own all worldwide right, title and interest in and to all User Content and Mapdwell will not obtain any ownership rights or interests in such data. You hereby grant and will grant to Mapdwell a worldwide, non-exclusive, royalty-free, transferable (in whole or in part), sublicensable (through multiple tiers of sublicensing) license to: (i) use, cache, copy, modify, display, create derivative works, backup, and store the User Content as is reasonably necessary for Mapdwell to provide the Services hereunder for the term of this Agreement; (ii) archive and perform analytics on the User Content and to distribute, publish, publicly display or perform, or otherwise use the results of the same provided such results are in an aggregated form that does not personally identify an individual person, and this license in subsection (ii) is irrevocable and perpetual; and (iii) to list on its website or in other informational or promotional material your business name (first name and last initial if you are an individual), city, state, country and website address to identify you as a Mapdwell customer, and this license in subsection (iii) shall be perpetual unless and until Mapdwell receives written notice from you revoking such license. The parties agree that the use of the other’s name as provided for in subsection (iii) and any goodwill arising therefrom shall inure to the owner of such name and, upon request, Mapdwell will provide specimens of its usage and take corrective action as reasonably necessary to protect any trademark or other rights therein.
5.2 Our Content; Third Party Content; Data Ownership and Limitations on Use
Other than User Content, as defined above, as between Mapdwell and you, Mapdwell owns all worldwide right, title and interest in and to the Services, the Documentation, and all contents provided through the services, including but not limited to including interfaces, design, information, compilation, text, images, drawings, maps, software or source code, and all Intellectual Property Rights therein (collectively, the “Materials”), are the property of Mapdwell, except any content or data that belongs to a third party (the “Third Party Content”) and is made available through the Services, and are protected by United States and international intellectual property laws. Logos, company names, and product names that appear on or in connection with the Services are proprietary to Mapdwell or its licensors. You may not remove any proprietary notices or product identification labels from the Services or any Service-Generated Output.
5.3 End User Agreement
End Users may only use the Services including any Service-Generated Output for their own personal use, and they must agree and comply with the terms included in Sections 1, 3.1, 3.5, 3.7, 3.8, 3.9, 3.10, 5.1, 5.2, 5.5, 9, 10, 11, 12.1 and 12.2 of this Agreement. You shall communicate to your End Users all the terms included in the aforementioned Sections and obtain their agreement via a click-wrap, browse-wrap or written agreement. Such agreements shall include language to the effect that: (i) End Users represent and warrant that they will comply with the End User Terms; (ii) the Data is provided to End Users on an “as is” basis without warranties of any kind; (iii) Mapdwell will not be liable to End Users in any manner in connection with their use of the Services including any Service-Generated Output; and End Users shall indemnify, defend, and hold harmless Mapdwell from and against all claims, actions, and judgments arising out of their use of the Services. Mapdwell shall be a third party beneficiary of such agreements and shall have the right to enforce such agreements. Subscriber shall not make any representations or warranties to End Users about the Services. In the event that the Client becomes aware of any misuse of the Services by an End User, it shall promptly notify Mapdwell and take commercially reasonable actions to remedy such misuse.
5.4 Data Maintenance and Backup Protocols
In the event of any loss or corruption of User Content, Mapdwell will use reasonable efforts to restore the lost or corrupted User Content from the latest backup of such User Content as maintained by Mapdwell’s third party hosted services provider(s). Mapdwell will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by any third party. Mapdwell’s to restore lost or corrupted User Content pursuant to this section 5.4 will constitute Mapdwell’s sole liability and your sole and exclusive remedy in the event of any loss or corruption of User Content in connection with the Services.
You hereby agree that we may freely use, exploit, and make available any and all feedback, comments, ideas, requests, recommendations or other information you provide to us relating to the Services, and assign to Mapdwell all rights, title, and interest in and to the feedback without payment or restriction.
6. Confidential Information
6.1 Definition of Confidential Information
“Confidential Information” means any business or technical information disclosed by Mapdwell to you that: (i) if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure; (ii) if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in writing by us within thirty (30) days after any such disclosure; or (iii) under the particular circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. For clarity, the Materials and the Services are Mapdwell’s Confidential Information.
The obligations and restrictions set forth in Section 6.3 does not apply to any information that: (i) is or becomes generally known to the public through no fault of or breach of this Agreement by you; (ii) is rightfully known by the you prior to the time of disclosure; or (iii) is independently developed by the you without use of the disclosing party’s Confidential Information.
6.3 Use and Disclosure Restrictions
6.4 Permitted Disclosures
The provisions of this Section 6 will not restrict either party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure provides reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request. The party responding to such an order or requirement will disclose only the information that is expressly required.
7. Changes to Services or Terms
7.1 Changes to these Terms of Service
7.2 Changes to the Services
Mapdwell may change the plan structures, features, functions, and options of the Services, including the APIs. It is your responsibility to ensure that calls or requests you make to the Services are compatible with our then-current APIs. We attempt to avoid changes to our APIs that are not backwards compatible, but such changes may occasionally be necessary. Mapdwell will use reasonable efforts to notify you prior to deploying any such changes.
8.1 Indemnification by Mapdwell
Subject to Section 8.6, Mapdwell shall defend any suit or action brought against you to the extent that it is based upon a third party claim that Mapdwell, through the Services, as provided by Mapdwell to you pursuant to this Agreement, has knowingly infringed any U.S. copyright or misappropriated any trade secret, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded in final judgment against or paid in settlement by you.
Notwithstanding the terms of Section 8.1, Mapdwell will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (i) the combination, operation, or use of the Services with equipment, devices, software or data (including without limitation User Content) not supplied directly by Mapdwell, if a claim would not have occurred but for such combination, operation, or use; or (ii) your or an Authorized User’s misuse of the Services or use of the Services other than in accordance with this Agreement.
If your use of the Services is, or in Mapdwell’s opinion is likely to be, enjoined due to the type of claim specified in Section 8.1, then Mapdwell may at its sole option and expense: (i) replace or modify the Services to make them non-infringing and of equivalent functionality; (ii) procure for you the right to continue using the Services under the terms of this Agreement; or (iii) if Mapdwell is unable to accomplish either (i) or (ii) despite using its reasonable efforts, terminate your rights and Mapdwell’s obligation under this Agreement with respect to such Services and refund to you a pro-rata portion of the fees paid for the remaining term during which you would have had access to the Services.
8.4 Sole Remedy
The foregoing states the entire obligation of Mapdwell and its licensors with respect to any alleged or actual infringement or misappropriation of Intellectual Property Rights by the Services. The parties acknowledge that Mapdwell has entered into this agreement in reliance upon the limitations of liability and the disclaimers of damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.
8.5 Indemnification by You
You shall defend Mapdwell and its subsidiaries, affiliates, officers, agents, directors, shareholders, employees and successors in interest (collectively, “Mapdwell Indemnitees”), from and against any action or suit brought against a Mapdwell Indemnitee by a third party in connection with your or an Authorized User’s use of the Services (other than any claim for which Mapdwell is responsible under Section 8.1) including but not limited to a claim that the User Content or your use of the Services infringe or misappropriate any Intellectual Property Rights or privacy rights of a third party, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded in final judgment against or paid in settlement by Mapdwell.
8.6 Conditions of Indemnification
As a condition to the parties’ respective obligations under this Section 8, the party seeking indemnification (the “Indemnitee”) will: (i) promptly notify the other party (the “Indemnitor”) of the claim for which it is seeking indemnification; (ii) grant the Indemnitor sole control of the defense and settlement of the claim; and (iii) provide the Indemnitor, at the Indemnitor’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. The Indemnitor will not settle any claim that involves a remedy other than payment without the Indemnitee’s prior written consent, which may not be unreasonably withheld or delayed. The Indemnitee has the right to retain counsel, at its expense, to participate in the defense or settlement of any claim. The Indemnitor will not be liable for any settlement or compromise that the Indemnitee enters into without the Indemnitor’s prior written consent.
9.1 “As Is”, “As Available” and “With All Faults”
Mapdwell does not represent or endorse the accuracy or reliability of any data or other information displayed, generated, uploaded, or distributed through the Services. You expressly agree that the use of the Services is at your sole risk. The site and its software, services, maps, images, reports and other content, including any third-party software, services, media, or other content made available in conjunction with or through the site, are provided on an “as is”, “as available”, “with all faults” basis and without warranties or representations of any kind, either express or implied.
9.2 No Warranties
To the fullest extent permissible pursuant to applicable law, Mapdwell disclaims all warranties, statutory, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement of proprietary rights. No advice or information, whether oral or written, obtained by you from Mapdwell or through the site or the Services, will create any warranty not expressly stated herein.
9.3 Operation of Services
Mapdwell does not warrant that the Services, including any software, services, maps, reports, or content offered on or through the site or any third party sites referred to on or by the site will be uninterrupted, or free of errors, viruses, or other harmful components and does not warrant that any of the foregoing will be corrected.
Mapdwell does not warrant or make any representations regarding the use or the results of the use of the Services or any third party sites referred to on or by the site in terms of correctness, precision, accuracy, reliability, or otherwise. You assume sole responsibility and liability for results obtained from the use of the Services, including Service-Generated Output, and for conclusions drawn and/or action(s) taken from such use. Mapdwell will have no liability for any claims, losses, or damages caused by errors or omissions in any User Content provided to Mapdwell by you or any results or Service-Generated Output produced by the Services based upon User Content. You acknowledge and agree that the results and Service-Generated Output produced by the Services based upon the processing of User Content are estimates only, that Mapdwell does not guarantee that these estimates will match actual measurements taken at a given site, that Mapdwell does not guarantee the accuracy of any engineering designs or plan-sets or customer proposals based on the results or Service-Generated Output produced by the Services, and that the Services shall not be deemed a substitute for an actual on-site analysis conducted by professionals. Remote assessment and remote sensing data is based on multiple datasets, topographical surveys, information models, and simulation methodologies, and results may be unavailable or inaccurate due to issues including, but not limited to, outdated, incomplete or inaccurate datasets, partial sample obsolescence, incomplete or corrupted databases, incomplete or corrupted GIS layers, undetectable partial physical obstructions based on topographical survey resolution, noise, or other limitations to quality or feasibility, and force majeure. Mapdwell does not guarantee the accuracy of the data or the applicability of the information provided by Mapdwell or the Services including APIs.
9.5 Non-Mapdwell Content
When using the Services you may be exposed to user submissions, uploads, Third Party Content, and other information or data not directly provided by Mapdwell (collectively the “Non-Mapdwell Content”), and some of this content may be inaccurate, obsolete, offensive, indecent, or otherwise objectionable. We do not endorse Non-Mapdwell Content. Under no circumstances will Mapdwell be liable for or in connection with the Non-Mapdwell Content, including for any inaccuracies, errors, or omissions, any intellectual property infringement with regard to any Non-Mapdwell Content, or for any loss or damage of any kind incurred as a result of the use of any Non-Mapdwell Content.
9.6 Harm to your Equipment
You understand and agree that you use, access, download, or otherwise obtain software, services, information, or content through the site, the Services or any third party sites referred to on or by the site at your own discretion and risk and that you will be solely responsible for any damage to your property (including your computer system) or loss of data that results from such download or use.
Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. Accordingly, based on your jurisdiction, some of the above limitations and exclusions may not apply to you.
10. Limitation of Liability
10.1 Exclusion of Damages
Under no circumstances, and under no legal theory, including negligence, shall Mapdwell or its subsidiaries, affiliates, agents, officers, directors, shareholders, employees, contractors, or third party partners, licensors or suppliers be liable for any special, indirect, incidental, consequential, or exemplary damages (including loss of profits, data, or use or cost of cover) arising out of or relating to these Terms or that result from your use or the inability to use the Services or the site, including software, services, images, reports, maps, content, user submissions, User Content, Service-Generated Output, or any third party sites referred to on or by the site, and whether or not Mapdwell has been advised of the possibility of such damages.
10.2 Limitation of Damages
In no event shall the total liability of Mapdwell or its subsidiaries, affiliates, agents, officers, directors, shareholders, employees, contractors, or third party partners, licensors or suppliers to you for all claims, damages, losses, and causes of action arising out of or relating to these Terms, the Services or your use of the site (whether in contract, tort (including negligence), warranty, or otherwise) exceed the greater of five hundred dollars (US $500) or fees paid or payable to Mapdwell in the six month period preceding the claim or action giving rise to the liability hereunder.
10.3 Claim Period
You and Mapdwell agree that any cause of action arising out of these Terms or related to Mapdwell or the Services must commence within one (1) year after the cause of action accrues. Otherwise, any such cause of action is permanently barred.
11. Force Majeure
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
12. Additional Terms
12.1 Copyright Notice
Contents © 2013-2021 Palmetto Solar LLC. All Rights Reserved. The Mapdwell software, the Services, and APIs are copyrighted works of Mapdwell. Any rights not expressly granted herein are reserved by Mapdwell.
MAPDWELL, MAPDWELL.COM, WORK WITH THE SUN, MAPDWELL API, FLUXBOARD, SOLAR PAPI, SOLAR ACCCESS INDEX or SAI, and other Mapdwell graphics, logos, page headers, buttons, icons, scripts, and service names are trademarks, registered trademarks, or trade dress of Palmetto Solar LLC or its affiliates in the U.S. and/or other countries. Mapdwell’s trademarks and trade dress may not be used in connection with any product or service that is not Mapdwell’s in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Mapdwell. All other registered trademarks and service marks are used for reference purposes only, and remain the property of their respective owners.
A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Mapdwell to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Mapdwell reserves all rights not expressly granted to you.
You shall not assign these Terms or any right, interest or benefit hereunder without the prior written consent of Mapdwell, which may be withheld for any reason or no reason at all. Mapdwell may: (i) assign these Terms to an affiliate; (ii) assign these Terms or any right, interest or benefit hereunder to a third party in connection with a collection proceeding against you; and (iii) assign these Terms in their entirety to its successor in interest pursuant to a merger, acquisition, corporate reorganization, or sale of all or substantially all of that party’s business or assets to which these Terms relate. These Terms shall benefit Mapdwell and its successors and assignees.
12.5 Governing Law; Venue
These Terms are governed by and construed in accordance with the laws of Massachusetts, without giving effect to any principles of conflicts of law. Any action arising out of or relating to these Terms must be filed in the state of Massachusetts, USA, and you hereby consent and submit to the exclusive personal jurisdiction and venue of these courts for the purposes of litigating any such action.
You must keep records relating to the products you and any affiliate participating under a license agreement run. We have the right to audit and verify compliance with any license agreement, at our expense, during the term of the license agreement and any enrollment and for a period of one year thereafter. To do so, we may (or may appoint a nationally recognized certified public accountant or independent auditor to) audit your use of the Services and Mapdwell software ensure it is in compliance with the Terms. Verification will take place upon not fewer than thirty (30) days’ notice, during normal business hours and in a manner that does not interfere unreasonably with your operations. As an alternative, we may require you to accurately complete a self-audit questionnaire relating to the products you and any affiliates participating under a license agreement use. If verification or self-audit reveals unlicensed use of products, you must pay for the full amount of any underpayment revealed by the verification or self-audit. If we undertake such verification and do not find material unlicensed use of products, we will not undertake another verification of the same entity for at least one (1) year. We and our auditors will use the information obtained in compliance verification only to enforce our rights and to determine whether you are in compliance with the terms of the applicable license agreement.”
12.7 Consent to Electronic Communications
12.8 No Agency
The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent
12.9 Entire Agreement
12.10 Severability; Validity of the Terms
If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Headings are for convenience only and have no legal or contractual effect.
13. Contact Information
If you have any inquiries, questions or concerns related to the Mapdwell Terms of Service, contact us at:
Palmetto Solar LLC
1505 King Street Ext #114
Charleston, SC 29405
Last Updated 26 April 2021