Terms of Service

TERMS OF SERVICE
(Last Updated: May 2020)

These Terms of Service (“Terms“ or “Agreement”) govern your access to and use of Maptive’s (“Maptive”, “Maptive Software”, “we” or “our”) mapping services, websites and applications (collectively the “Service”) located at http://www.maptive.com. Maptive is owned and operated by West Roots, LLC (“Maptive”), and is provided to you (the “Client”) under the terms and conditions outlined below.

By accessing or using the Service you agree to be bound by these Terms. If you are using the Services on behalf of the Client, then you are agreeing to these Terms on behalf of the Client and you represent and warrant that you have the authority to bind the Client to these Terms. In that case, “you” and “your” refers to you and the Client. You may use the Service only if you can form a binding contract with Maptive, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. This Agreement shall continue in effect for as long as the Client is registered to use the Service.

Entire Agreement

This Agreement and Maptive’s Privacy Policy describe the entire agreement between the Client and Maptive regarding the Service, and supersede any prior understandings or agreements The headings are for convenience only and shall not affect the construction or interpretation of the Agreement.

Modifications

Maptive reserves the right to update and change the Agreement from time to time with notice. Any new features that enhance or extend the current Service shall be subject to this Agreement. Continued use of the Service after any such changes shall constitute Client consent to such changes.

PLEASE READ THIS AGREEMENT CAREFULLY

  1. Client is the Controller of Its Data 

When a Client uses Maptive to create a custom map using its own data, the Client acts as the controller of that data and Maptive processes that data on the Client’s behalf. It is the Client’s responsibility, as the controller of the data, to ensure that it has met its legal obligations. This includes complying with any applicable privacy requirements.

The Client’s obligations in relation to data, and Maptive’s respective obligations to the Client, are set out in further detail in these Terms of Service, in the attached Data Protection Addendum, and in Maptive’s Privacy Policy.

  1. Use of Client Data

Maptive collects and processes personal data from Clients in order to run our business and offer our Services. As a Maptive Client, you understand and agree that we will collect and use your information as we describe in our Privacy Policy. We ask our Clients to read our Privacy Policy in full.

  1. Sub-processors

Maptive employs other organizations to perform certain functions on our behalf, including handling subscriptions and processing payments, website analytics, user email communications, and enabling chat functionality. We also use Google Maps API to obtain latitude and longitude data for the addresses our customers upload. These third parties have only limited access to your information, may use your information only to perform these tasks on our behalf, and are obligated to Maptive not to disclose or use your information for other purposes. A current list of Sub-processors, including the identities of those Sub-processors and their country of location, is attached here as Schedule B1.

As a Maptive Client, you acknowledge and agree that Maptive may engage these third party Sub-processors, and additional third-party Sub-processors as it may deem necessary, in connection with the provision of its Services.

  1. Data Transfers

Maptive is based in the United States, processes its data in the United States, and makes its Services available around the world. Because we offer our Services to people in different countries and use technical infrastructure based in the United States, we sometimes need to transfer personal information across borders in order to deliver our Services.

Where necessary, you agree to the transfer of your data abroad, including to the United States, so that Maptive can process information and provide its Services.

In addition, you agree not to use this Site or Service if you are located in a country that is on the U.S. export control or embargo list.

  1. Your Account

Your Maptive account gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of users or organizations. You must provide us accurat e information when you create your Maptive account. If you connect to Maptive with a third­ party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log­in credentials for that service. You may never use another user’s account without permission.

  1. Your Content

Some areas of our Service allow you to upload location data, information, text, graphics, or other material (“Content” or, when posted by you, “your Content”) and to share your Content with others. You retain ownership of your Content. Please consider carefully with whom and what content you choose to share as Maptive assumes no responsibility for that activity.

You agree not to post Content that:

(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;

(ii) may create a risk of any other loss or damage to any person or property;

(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

(iv) may constitute or contribute to a crime or tort;

(v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;

(vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

(vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or

(viii) contains any information or content that you know is not correct and current. You agree that any Content that you post does not and will not violate rights of any kind, including without limitation any intellectual property rights or rights of privacy. We reserve the right, but are not obligated, to reject and/or remove any Content that we believe, in our sole discretion, violates these provisions.

You retain full ownership to your Content, but you agree to grant us a worldwide, non-­exclusive, irrevocable, transferable, royalty­ free license to use, copy, reproduce, process, adapt, modify, publish, transmit, edit, translate, make derivatives, display and distribute such Content in connection with providing the Service to you and other users in accordance with your settings on the Service. In connection with providing the Service, we may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.

We reserve the right at all times, but are not obligated, to remove or refuse to distribute any Content on the Service including your Content. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Maptive, its users and the public.

  1. Use of Content

All Content in or on the Service, whether publicly posted or privately transmitted by users, is the sole responsibility of the person who originated such Content.

We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service. We may not

monitor or control the Content posted via the Service and we cannot take responsibility for such Content. If you use or rely on any Content or materials posted via the Service or obtained by you through the Service, it is at your own risk. Under no circumstances will Maptive be liable in any way for any Content, or any loss or damage of any kind incurred as a result of the use of any Content in the Service.

You agree that you are responsible for your use of the Service, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third parties. You understand that if you do not have the right to submit Content to the Service, doing so may subject you to liability.

Maptive will not be responsible or liable for any use of your Content by Maptive in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit including all necessary rights to upload your Content for use in accordance with these terms and conditions.

  1. Third ­Party Links in Your Content

Your Content may have links to third ­party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us.

We do not endorse or assume any responsibility for any of these third­ party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of those sites. You expressly relieve Maptive from any and all liability arising from your use of any third ­party website, service, or content and agree that your dealings with any third party website, service, or content is only between you and such third parties. You agree that we are not responsible for any loss or damage of any sort arising from third­ party links in your Content.

  1. Maptive’s License to You

Subject to these Terms, Maptive gives you a personal, worldwide, royalty ­free, non­-assignable, non-­sublicensable and non-­exclusive license to use the Service. We reserve all rights not expressly granted in these Terms in the Service. We can terminate this license at any time for a material violation of these Terms which is not cured within 30 days of notice to you.

You may not:

(i) modify, disassemble, decompile or reverse engineer the Maptive Software, except to the extent that such restriction is expressly prohibited by law;

(ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Maptive Software to any third party or use the Maptive Software to provide time sharing or similar services for any third party;

(iii) make any copies of the Maptive Software;

(iv) remove, circumvent, disable, damage or otherwise interfere with security­ related features of the Maptive Software, features that prevent or restrict use or copying of any content accessible through the Maptive Software, or features that enforce limitations on use of the Maptive Software; or

(v) delete the copyright and other proprietary rights notices on the Maptive Software.

You agree that we may from time to time issue upgraded versions of the Maptive Software, and will automatically electronically upgrade the version of the Maptive Software that you are using. You agree to the automatic upgrade and agree that the terms and conditions of these Terms will apply to any upgrades.

Any third­ party code that may be incorporated in the Maptive Software is covered by the applicable open source or third ­party license EULA, if any, authorizing use of such code.

This license is not a sale of the Maptive Software or any copy thereof, and Maptive or its third party partners or suppliers retain all right, title, and interest in the Maptive Software (and any copy thereof). We reserve all rights not expressly granted under these Terms.

If the Maptive Software is being acquired on behalf of the United States Government, then the following provision applies. Use, duplication, or disclosure of the Maptive Software by the U.S. Government is subject to restrictions set forth in these Terms and as provided in DFARS 227.7202­1(a) and 227.7202­3(a) (1995), DFARS 252.227­7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227­19, or FAR 52.227­14 (ALT III), as applicable.

The Maptive Software originates in the United States and is subject to United States export laws and regulations. The Maptive Software may not be exported or re­exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Maptive Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Maptive Software and the Service.

  1. Disclosure of Information Only in Limited Circumstances

Maptive will release personal and account information in response to lawful requests by public authorities, including to meet legitimate national security or law enforcement requirements; to protect, establish, or exercise our legal rights or defend against legal claims, including to collect a debt; to comply with a subpoena, court order, legal process, or other legal requirement; or when we believe in good faith that such disclosure is necessary to comply with the law, prevent imminent physical harm or financial loss, or investigate, prevent, or take action regarding illegal activities, suspected fraud, threats to our property, or violations of this Terms of Service.

In limited circumstances, we may also exchange certain information with other companies and organizations for the specific purpose of fraud protection. However, this does not include selling, renting, sharing, or otherwise disclosing personally identifiable information from customers for commercial purposes in violation of the commitments set forth here.

We may also share your information during a corporate transaction like a merger, or sale of our assets. If a corporate transaction occurs, we will provide notification of any changes to control of your information, as well as choices you may have.

  1. Security

Maptive and its employees are dedicated to maintaining Client’s privacy and security. Maptive will adhere to its stated privacy and security policies and will only disclose personal information in accordance with our Privacy Policy and these Terms of Service. However, no method of transmission or storage is 100% secure and Maptive is unable to guarantee that third parties will not intercept data transmitted over the Internet. As a result, Maptive does not warrant the security of any information the Client transmits to or from our Services and Client does so at its own risk.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with Maptive or a third­ party service. We encourage you to use “strong” passwords that use a combination of upper and lower case letters, numbers and symbols with your account. You agree not to disclose your password to any third party. Maptive cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify Maptive immediately upon becoming aware of any breach of security or unauthorized use of your account.

  1. The Service

Maptive is providing the Client with the processing and storage of your Content. Maptive makes no guarantees as to the continuous availability of the Service or of any specific features of the Service. Maptive reserves the right to change the Service without notice.

  1. Termination

Client may stop using the Service and have their Content removed at any time. To do so, Client must contact Maptive via email. Maptive will remove all Content related to the Client within 5 business days of cancellation upon written request from the client. If the client abandons their Content by not logging into the Service for a period of six (6) months, Maptive reserves the right to remove all Content related to the Client. Notwithstanding the previous statement Maptive, at its sole discretion, for any reason, and at any time, reserves the right to terminate this Agreement and access to the Service with thirty (30) days prior written notice to the Client. In the event that Maptive terminates this agreement, Client is entitled to receive a prorated refund for the unused portion of the Subscription. The prorated refund will be calculated based on the number of days existing in the Client’s subscription period.

  1. Independent Parties

Maptive supplies a private service and no agency, partnership, joint venture, employee/­employer or franchiser/­franchisee relationship is intended or created by this Agreement.

USER RESPONSIBILITIES

  1. Conduct

Client acknowledges that Maptive does not pre-­screen Content, but that Maptive and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that violates the Agreement.

Client must not do anything which could reasonably be expected to damage, disable, overburden, or materially impair the Service or which is likely to interfere with any other party’s use or enjoyment of the Service.

  1. Registration Information

Client agrees to provide true, accurate and complete registration information and to maintain, and promptly update Client information as applicable. Client agrees not to impersonate any person or use a name that Client is not authorized to use. If any information Client provide is untrue, inaccurate, not current, or incomplete, without limiting other remedies, Maptive has the right to terminate Client access to the Service and Maptive has the right to recover from Client any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information. Client authorizes Maptive to make any inquiries they consider necessary to validate Client registration.

  1. Correct Email

Client agrees that they have access to the Internet and to a current email address other than the one that may have been provided to Client by Maptive. This email must be specified during the registration process when Client signs up to the Service, and will be the email address that Maptive will use to contact the Client. Maptive will not be liable for any undelivered email communications or any costs Client incurs for maintaining Internet access and an email account. Client must promptly notify Maptive of any change to their email address.

  1. Electronic Communications

To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding Client account and/or Client’s use of the Service (“Communications”), may be provided to Client electronically and Client agrees to receive Communications in an electronic form. Electronic Communications may be posted on the pages within the Service and/or delivered to Client’s email address. Client will print a copy of any Communications and retain it for their records. All Communications in either electronic or paper format will be considered to be in “Writing”, and to have been received no later than five (5) business days after posting or dissemination, whether or not Client have received or retrieved the Communication.

  1. Passwords

Client may not divulge their account password(s) to anyone else, nor may Client use anyone else’s password. Maptive is not responsible for losses incurred by Clients as the result of their misuse of passwords.

  1. “Hacking” and Improper Use

If Client uses or attempts to use the Service for other purposes including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, Client access to the Service will be terminated and Client will be subject to damages and other penalties, including criminal prosecution where available.

RIGHTS AND DISCLAIMERS OF MAPTIVE

  1. Free trials and beta trials

No charge for use of the Service will be made during any free ­trial period or any beta­ trial period. The Client is not however entitled to benefit from more than one free ­trial. If Maptive discovers that more than one free ­trial has been requested, the Client will become liable for payment of the subscription fee for all use of the Service made after the first free trial period.

  1. Automatic renewal

Once any free­ trial or beta­ trial period is over, Maptive reserves the right to automatically renew the Client’s subscription if the Client has not selected to cancel it.

  1. Non­payment

Maptive shall be under no obligation to provide the Service if the fee is not paid to us on time. The Client must ensure that Maptive has complete and accurate billing and contact information throughout the billing period. If billing fees become overdue, because for example the Client’s credit card has expired, Maptive reserves the right to suspend access to the Service until the balance is paid or Maptive may remove the Client’s Content and prevent further access permanently.

  1. Payment Processing

When applicable, Maptive shall make reasonable efforts to ensure that purchases involving checks and credit cards are processed in a timely manner. However, a number of factors, several of which are outside of our control, will contribute to when the funds are approved. Maptive makes no representations or warranties regarding the amount of time needed to complete processing, such as delays in the banking system or the U.S. or international mail service, nor shall we be liable for any actual or consequential damages arising from any claim of delay.

  1. Limitation of Liability

In no event shall Maptive be liable for (i) loss or inaccuracy of Content, (ii) interruption, suspension, or termination of the Service, (iii) damages caused other than by intentional misconduct, or (iv) any indirect, special, incidental, consequential or punitive damages whatsoever (including, but not limited to, damages for lost profits, disclosure of confidential information, or loss of privacy), arising out of or in any way related to the use of or inability to use the Service, or any of the associated services, even if Maptive has been advised of the possibility of such damages.

In no event shall Maptive be liable for any act or omission of any third party (such as, for example, any provider of telecommunications services, Internet access or computer equipment or software) or any circumstances beyond our control (such as but not limited to, for example, a fire, flood, or other natural disaster, war, riot, strike, act of civil or military authority, equipment failure, computer virus, or failure or interruption of electrical, telecommunications or other utility services).

  1. Indemnity

Client agrees to indemnify and hold Maptive and its subsidiaries, affiliates, officers, agents, co­branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content Client submits, posts, transmits or make available through the Service and/or Client’s use of the Service in violation of the Agreement, Client’s connection to the Service, Client’s violation of the Agreement, or Client’s violation of any rights of another.

  1. DISCLAIMER OF WARRANTIES 

CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT THE USE OF THE SERVICE IS AT THE CLIENT’S SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “SERVICE” BASIS. MAPTIVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-­INFRINGEMENT.

MAPTIVE MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET CLIENT REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR­ FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION OBTAINED BY CLIENT THROUGH THE SERVICE WILL MEET CLIENT EXPECTATIONS, AND/OR (V) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

  1. Restrictions 

When applicable, Maptive, at its sole discretion, reserves the right to terminate a Client’s access to the Service and remove their Content for any one of the following events:

  • Receipt of potentially fraudulent or insufficient funds
  • Unconfirmed identity
  • Registering, advertising or otherwise soliciting the receipt of excessive Internet traffic
  • The Service has been used in or to facilitate criminal or fraudulent activity
  • Use of an anonymizing proxy
  • Harm minors in any way
  • Impersonate any person or entity, including, but not limited to, a Maptive official, or falsely state or otherwise misrepresent Client affiliation with a person or entity
  • Upload, post, email, transmission or otherwise making available any:
    • Content that Client does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements)
    • Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party
    • Unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation
    • Material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
    • Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable
  1. Copyright

All copyright and other intellectual property rights in the Service (including any such rights in our website) are either owned by or licensed to Maptive and nothing in this Agreement shall transfer any ownership rights whatsoever to the Client. The Client retains ownership of any copyright and any other intellectual property rights related to the Client’s Content. Intellectual property rights in Content will not be transferred to Maptive. Any feedback, comments, or suggestions you may provide regarding Maptive or the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

  1. Trademarks

Maptive™, and all related logos, products and services described in this website are either trademarks or registered trademarks of Maptive and (aside from “Use of Logos” below) may not be copied, imitated or used, in whole or in part, without the prior written permission of Maptive. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Maptive and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Maptive.

  1. Use of Logos

Notwithstanding the above, logos provided by Maptive may be used without prior written consent for the purpose of directing web traffic to the Service. These Logos may not be altered, modified, or changed in any way, or used in a manner that is disparaging to Maptive or the Service. Maptive logos may not be displayed in any manner that implies sponsorship or endorsement by Maptive.

GENERAL MATTERS

  1. Transfer of Rights & Obligations

Maptive shall be entitled to transfer its rights and/or obligations under these Terms of Service to another party. The Client may not transfer it rights and/or obligations under the Agreement without prior written authorization by Maptive.

  1. Taxes

Maptive will pay and report all federal and state income tax withholding, social security taxes and unemployment insurance derived from the execution of this Agreement. Client will not be responsible for any taxes, social insurance or social liabilities generated from this transaction.

  1. Waiver and severability

If either Client or Maptive breach the Agreement, it doesn’t mean that any further breach cannot be enforced. Similarly, if any part of the Agreement turns out to be invalid or unenforceable for some reason, then it will be replaced with a provision which, as far as possible, achieves the same purpose as the original, and the remainder of the agreement will still be binding.

  1. Conflict Dispute and Resolution

In the unlikely event that Maptive has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Maptive claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) in the city of San Francisco, California under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Maptive from seeking injunctive or other equitable relief from the courts as necessary to protect any of Maptive’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND MAPTIVE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

You agree that the Service is based in California; and these Terms are governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

  1. Official Language

All Services to be provided, all obligations of Maptive and all Communication between the parties with respect to this Agreement will be done in the English language. Web pages which are translated from English to other languages may contain errors / omissions. If for any reason the translated text is incorrect, or misleading, the English text shall be deemed as the official version.

  1. Contacting Maptive

If Client has any questions about this Agreement, please contact:

Maptive Client Services: [email protected]

ATTACHMENT A: Data Protection Addendum

This Data Processing Addendum (“DPA”) supplements the Maptive Terms of Service available at https://www.maptive.com/terms-of-service/, as updated from time to time between Client and Maptive, or other agreement between Client and Maptive governing Client’s use of the Maptive Service, when the GDPR applies to your use of the Maptive Service to process customer data.

  1. Definitions
    1. 1.1. “Client Personal Data” means any Personal Data processed by Maptive on behalf of Client pursuant to or in connection with the Agreement;
    2. 1.2. “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, known more commonly as the EU General Data Protection Regulation;
    3. 1.3. “Special Categories of Personal Data” shall have the same meaning as in Article 9(1) of the GDPR;
    4. 1.4. “Sub-processor” means any entity engaged by Maptive or a Maptive affiliate to process Client Personal Data in connection with the Services; and
    5. 1.5. For purposes of this Data Protection Addendum, the terms “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processor” “Processing” and “Supervisory Authority” shall have the same meaning as in Article 4 of the GDPR.
  2. Maptive’s Obligations
    1. 2.1. Maptive (as Processor) agrees with Client (as “Controller”) that it shall:
      1. 2.1.1. only process Personal Data on behalf of Client and in compliance with Client’s documented instructions and this Agreement unless Maptive is required to do so by mandatory EU or EU Member State law to which Maptive is subject. In such cases, Maptive will inform Client of that legal requirement before Processing, where permitted to under that law;
      2. 2.1.2. taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Maptive shall in relation to the Client Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk;
      3. 2.1.3. take reasonable steps to ensure that Maptive’s personnel, agents and contractors that process the Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;
      4. 2.1.4. taking into account the nature of the Processing, assist Client by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Client’s obligations to respond to requests to exercise Data Subject’s rights under the GDPR;
      5. 2.1.5. notify Client without undue delay of becoming aware of a Personal Data Breach affecting Client Personal Data and taking into account the nature of Processing and the information available to Maptive, provide reasonable assistance to Client to allow Client to meet any obligations applicable to Client in relation to such breaches under the GDPR;
      6. 2.1.6. taking into account the nature of the Processing and the information available to Maptive, provide reasonable assistance to Client in relation to any mandatory obligations applicable to Client in relation to the performance of data protection impact assessments or the carrying out of consultations with a Supervisory Authority (or Supervisory Authority Concerned) under the GDPR, in each case solely in relation to the Processing of Client Personal Data;
      7. 2.1.7. upon the expiration or termination of this Agreement for any reason, at Client’s election, return or delete all Client Personal Data in Maptive’s possession and delete existing copies of Client Personal Data (unless Maptive is required by mandatory EU or EU Member State law to retain the Personal Data) and Client may prescribe additional retention obligations in relation to Client Personal Data which may be set out in an additional Exhibit to this Agreement;
      8. 2.1.8. make available to Client on request all information reasonably necessary to demonstrate compliance with Maptive’s obligations and, to the extent required under Data Protection Laws, allow for and contribute to audits, including inspections, conducted by Client or another auditor mandated by Client that relate to the Client’s Personal Data. Client has the right to request such an audit, including inspection, by providing Maptive with written notice of such request. Before the commencement of any audit, Client and Maptive shall mutually agree upon the scope, timing, and duration of the audit, in addition to the reimbursement of Maptive’s costs for which Client shall be responsible. If no agreement can be reached with respect to the scope, timing, duration, or cost of the audit, either the Client or Maptive is entitled to terminate this DPA and the Agreement. At such time, Maptive will provide Client with a prorated refund commensurate with the time remaining on Client’s license.
      9. 2.1.9. promptly inform Client if, in its opinion, an instruction infringes applicable Data Protection Laws.
    2. 2.2. Client acknowledges and agrees that Maptive may engage third party Sub-processors in connection with the provision of the Services. As a condition to permitting a third-party Sub-processor to process Client Personal Data, Maptive or a Maptive affiliate will enter into a written agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for Client Personal Data as those in this DPA, to the extent applicable to the nature of the services provided by such Sub-processor.
    3. 2.3. A list of Maptive’s Sub-processors is attached here as Schedule B1. Client may request further information and an updated list of Sub-processors at any time.
    4. 2.4. Client agrees to the transfer of its data abroad, including to the United States, so that Maptive and its Sub-processors can process information and provide Maptive’s services as addressed here and in Maptive’s Privacy Policy.
    5. 2.5. Client agrees not to use this Site or Service if Client is located in a country that is on the U.S. export control or embargo list.
  3. Client’s Obligations and Instructions to Maptive
    1. 3.1. Client represents and warrants that:
      1. 3.1.1. all use of the Maptive Service by Client, its employees, agents and any other persons with access to the Maptive Service, will be in compliance with applicable data protection law.
      2. 3.1.2. where the GDPR is applicable law, Client shall only process Special Categories of Personal Data using the Maptive Service in accordance with GDPR Article 9, in reliance on explicit consent or to protect the vital interests of the data subjects or of another person where the data subject is physically or legally incapable of giving consent, and as otherwise permitted by data protection law.
      3. 3.1.3. to the extent that Client relies on consent as a ground to process Personal Data or Special Categories of Personal Data under Data Protection Laws, Client shall not exceed the scope of consent that was obtained at the time the personal data was provided, or will obtain its own valid consent from Data Subjects in accordance with data protection law (including, in particular, in accordance with Articles 6(1)(a) and 9(2)(a) of the GDPR).
    2. 3.2. Client hereby instructs Maptive to process Client Personal Data on its behalf so that Maptive can comply with its obligations under this Agreement and provide its Services to Client.

Schedule B1

 Maptive Sub-Processors of Client Personal Data

CategoryParty NameWebsite
Payment ProcessorsChargifyhttps://www.chargify.com/
 Braintreehttps://www.braintreepayments.com
   
Email Communications MailChimphttps://mailchimp.com
 Mandrillhttps://mandrill.com
 HubSpothttps://www.hubspot.com/
 HelpScouthttps://www.helpscout.com
   
Mapping ServicesGoogle Mapshttps://maps.google.com/
   
Analytics Heap Analyticshttps://heapanalytics.com/
 Google Analyticshttps://analytics.google.com
   
Web ServicesWordPresshttps://wordpress.com/
   
Chat ServicesIntercom.iohttps://www.intercom.io