Terms of service

PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY FELT MAPS, INC. (“FELT”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH FELT WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE FORM WHICH YOU SUBMIT VIA FELT’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY FELT (AN “ONLINE ORDER FORM”) SHALL BE DEEMED TO BE A MUTUALLY EXECUTED ORDER FORM HEREUNDER. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Order Forms; Access to the Service. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) Felt grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Felt product(s) and/or service(s) specified in such Order Form (collectively, the “Service,” or “Services”) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with Felt’s applicable official user documentation for such Service (the “Documentation”).

2. Account Types. Felt allows both individual users (“Individual Customers”) and entities/organizations (“Organization Customers”) to create accounts to access the Services (an “Account”). “Customer” as used herein refers to either Individual Customers or Organization Customers, as applicable. Individual Customers acknowledge and agree that if such Customer signed up for the Services in a manner that indicates that such Individual Customer is associated with a particular entity, organization or employer (e.g., by using an email or other credentials associated with such entity, organization or employer), and if such entity, organization or employer currently has or later enters into an agreement for the Services with Felt (an “Organization Agreement”), then at Felt’s option, such Individual Customer’s Account may be merged with and/or subsumed by such employer’s, organization’s or entity’s Account under the applicable Organization Agreement (an “Organization Account Transfer”), at which point this Agreement will terminate with respect to such Individual Customer and any further use of the Services will be pursuant to the applicable Organization Agreement. For clarity, except as expressly set forth on an Order Form that is not an Online Order Form, if Customer is an Organization Customer, Customer may only subscribe to a single subscription plan for the Services in the aggregate across all of Organization Customer and all affiliates of Organization Customer (and all domains, organizations, and divisions of any of the foregoing). Unless otherwise expressly set forth on an Order Form, (i) subscriptions to the Services are issued on a seat license basis, and each seat license shall be designated for use only by a single, specifically identified natural person employed or otherwise engaged by Customer (each, an “Authorized User”), (ii) seat licenses are personal to the designated Authorized User and may not be shared, transferred, or made available for use by any other individual, whether concurrently or otherwise, (iii) reallocation of a seat license shall be permitted solely upon the cessation of employment or engagement of the designated Authorized User with Customer (at which time Customer may reassign such seat license to a replacement Authorized User), and (iv) any reallocation, transfer, or use of a seat license inconsistent with the foregoing shall constitute a material breach of this Agreement unless expressly authorized in writing by Felt.

3. Implementation. Upon payment of any applicable fees set forth in each Order Form, Felt agrees to use reasonable commercial efforts to provide standard implementation assistance for the Service only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”). If Felt provides Implementation Assistance in excess of any agreed-upon hours estimate, or if Felt otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Felt at its then-current hourly rates for consultation.

4. Support; Service Levels. Subject to Customer’s payment of all applicable fees, Felt will provide support, maintenance, and uptime for each Service in accordance with any support and availability terms that may be set forth or referenced on the applicable Order Form (or otherwise, in accordance with Felt’s then-current standard support and availability policies for the Service).

5. Service Updates. From time to time, Felt may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Felt shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Felt may make improvements and modifications to the Services at any time in its sole discretion; provided that Felt shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.

6. Modification of Terms. Felt reserves the right to change these Terms at any time, and if Felt does so, Felt will place a notice on its website, send Customer an email, and/or notify Customer by some other reasonable means. Any such changed Terms will apply to Customer upon the commencement of Customer’s next Renewal Term (as defined below). If Customer does not agree with the new Terms, Customer may reject them; but will no longer be able to use the Services. If Customer uses the Services in any way after a change to the Terms is effective, that means Customer agree to all of the changes. Except for changes by Felt as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both Customer and Felt.

7. Ownership; Feedback. As between the parties, Felt retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Felt for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Felt with respect to the Service (“Feedback”). Felt acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to Felt a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Felt’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.

8. Fees; Payment. Customer shall pay Felt fees as set forth in each Order Form (“Fees”). Unless otherwise specified herein or in an Order Form, all Fees shall be invoiced annually in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes (excluding taxes based on Felt’s net income), as well as any fees that may be charged by any of Customer’s banks or financial institutions, in each case associated with the Service and/or any payments made by Customer hereunder. Without limiting the foregoing, if withholding or deduction of any such taxes or fees would reduce the amounts payable to Felt hereunder, then the Fees shall automatically be increased such that the amount received by Felt after such withholding or deduction is the full amount Felt would have received if no withholding or deduction had been made. All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth on an Order Form, then (i) Felt shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at Felt’s then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in accordance with the section entitled “Term; Termination”, below), such renewal shall include the additional fees for such excess users and usage.

9. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Felt product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Felt may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service). Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.

10. Customer Data. For purposes of this Agreement, “Customer Data” means any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service, and “Usage Data” means usage data that is derived from Customer’s use of the Service, including patterns identified through the use of the Service, Customer Data, and data regarding the performance of the Service. For the avoidance of doubt, the actual contents of any map data or GIS data provided by Customer is considered “Customer Data” and not “Usage Data”. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Felt, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Felt as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Felt shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. Felt is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to Felt’s gross negligence or willful misconduct. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. By using the Services, Individual Customers acknowledge and agree that such Customers are subject to the provisions in this Agreement as well as those in Felt’s Privacy Policy (located at https://help.felt.com/terms-and-policy/privacy-policy). In the event and to the extent that an Enterprise Customer is a controller or processor of Personal Data (as defined in the DPA) that is subject to certain Data Protection Laws (as defined in the DPA), the EU Data Processing Addendum located at [URL] the “DPA”) is hereby included and incorporated into this Agreement. To the extent that the Customer Data or Usage Data includes any personal information, (i) Felt will process, retain, use, and disclose such personal information only as necessary to provide the Services hereunder and as otherwise permitted under this Agreement, which constitutes a business purpose, (ii) Felt agrees not to sell such personal data, to retain, use, or disclose such personal data for any commercial purpose other than the foregoing purposes, or to retain, use, or disclose such personal data outside of the scope of this Agreement, and (iii) each party will comply with all applicable local, state, national and foreign laws, treaties and regulations in connection with processing personal information (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws). Felt understands its obligations under applicable data protection laws and will comply with them. Nothing herein shall prevent Felt from transferring an Individual Customer’s Account and sharing an Individual Customer’s Customer Data with an applicable Enterprise Customer in connection with an Entity Account Transfer (which Customer Data may then be used by such Enterprise Customer in accordance with the applicable Entity Agreement). Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Felt may (i) internally use and modify (but not disclose) Usage Data for the purposes of (A) providing the Service to Customer and (B) generating Aggregated De-Identified Data (as defined below), and (ii) freely use, retain and make available Aggregated De-Identified Data for Felt’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Felt’s products and services). “Aggregated De-Identified Data” means Usage Data in aggregate, de-identified form which can in no way be linked specifically to Customer.

11. Vendor Integrations. Customer acknowledges and agrees that (i) the Service may integrate with, connect to, or otherwise use platforms, products or services operated or provided by third parties (e.g., other vendors of Customer) (“Vendor Integrations”), including via use of application programming interfaces (APIs) provided by such Vendor Integrations, (ii) the availability and operation of the Service or certain portions thereof may be dependent on Felt’s ability to access such Vendor Integrations, and (iii) Customer’s failure to provide adequate access or any retraction of permissions relating to such Vendor Integrations may result in a suspension or interruption of the Service. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Vendor Integrations that it integrates with the Service, and Customer shall indemnify, defend and hold harmless the Felt for all claims, damages and liabilities arising out of Customer’s use of any Vendor Integrations in connection with or through the Service. Customer is solely responsible for procuring any and all rights necessary for it to access Vendor Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions. Felt cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to Third Party Integrations.

12. Third Party Terms. Customer acknowledges and agrees that: (i) the Service may incorporate certain technology, information, data, and materials from third party providers (collectively, “Third Party Services”); (ii) without limiting any rights that Customer may have under any separate agreement between Customer and any provider of a Third Party Service, Third Party Services may only be used in conjunction with the Service; and (iii) Customer’s use of the Third Party Services hereunder shall be subject to (and Customer agrees it is bound by) the third party terms and conditions referenced at [URL] (the “Third Party Terms Site”), as they may be modified from time to time by Felt and/or its third party licensors or suppliers at any time (collectively, the “Third Party Terms”), and which are incorporated into this Agreement by reference. Customer is responsible for checking the Third Party Terms Site for updates. Any use by Customer of the Services following a change to the Third Party Terms shall constitute acceptance of such change. Felt cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Third Party Services, and does not make any representations or warranties with respect to Third Party Services or any third party providers.

13. Term; Termination. This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order Form (which, if not specified in such Order Form, shall be one (1) month) (the “Order Form Initial Term”), and (y) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Felt may suspend or limit Customer’s access to or use of the Service if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with Felt’s ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) Felt shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Felt shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Felt shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, any services provided by Felt to Customer, including any assistance in exporting the Customer Data, shall be billable at Felt’s standard rates then in effect.

14. Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of their respective employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all losses, liabilities, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim by such third party that (i) the Customer Data or Customer’s use of the Service (in the case of Customer as Indemnitor), or (ii) the Service (in the case of Felt as Indemnitor), infringes, violates, or misappropriates any intellectual property or proprietary right of such third party; provided that the Indemnitee providing the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of Felt do not apply (A) with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (1) not created or provided by Felt (including without limitation any Customer Data), (2) made in whole or in part in accordance to Customer specifications, (3) modified after delivery by Felt, (4) combined with other products, processes or materials not provided by Felt (where the alleged Losses arise from or relate to such combination), (B) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (C) to the extent Losses arise from Customer’s breach of this Agreement.

15. Free/Trial Use. Felt may make the Services or certain editions of the Services (e.g., a free trial, evaluation, “community”, or similar version) available to Customer free of charge (“Free Offerings”). Notwithstanding anything else, (i) if Customer provides any Customer Data in connection with a Free Offering, Felt shall have no obligations with respect to such Customer Data, and Felt expressly disclaims any liability with respect to such Customer Data, (ii) Free Offerings are provided “AS-IS,” without warranty of any kind, (iii) Felt shall not have any obligation to provide any support or availability commitments for Free Offerings, and (iv) Felt shall have no obligations under Section 14 (Indemnification) or liability of any kind with respect to Free Offerings (unless such exclusion of liability is not enforceable under applicable law, in which case Felt’s liability with respect to the Free Offerings shall not exceed $100.00).

16. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

17. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF THE SECTION ENTITLED “RESTRICTIONS”, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) TO FELT HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

18. Miscellaneous. This Agreement (including all Order Forms) represents the entire agreement between Customer and Felt with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Felt with respect thereto. In the event of any conflict between these Terms and an Order Form, the Order Form shall control. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Felt may utilize subcontractors in the performance of its obligations hereunder. Customer agrees that Felt may use Customer’s name and logo to refer to Customer as a customer of Felt on its website and in marketing materials. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.