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Snow Mappy Terms of Use

Master Subscription T&C

Mappy-ESRI Flow-Down T&C

Snow Mappy Terms of Use

MAPPY, INC.

TERMS OF USE

Last modified: July 15, 2022‍

These Terms of Use are entered into by and between you (“you” or “your”) and Mappy, Inc. (the “Company,” “we,” “us,” or “our”). The following terms and conditions, together with any documents that they expressly incorporate by reference (collectively, and as amended from time to time, the “Terms of Use”) govern your use of the Company’s software (the “Software”) and services on the Company’s website and related mobile applications (collectively, the “Services”), whether as a guest or a registered user.

Please read these Terms of Use carefully before using the Services. By using the Services, you accept and agree to be bound and abide by these Terms of Use, our Privacy Policy, available at https://www.bemappy.io/privacy (the “Privacy Policy”), and the Mobile Application End User License Agreement, available at https://www.bemappy.io/terms (the “EULA”), incorporated herein by reference. All personal data provided to us as a result of your use of the Services will be handled in accordance with the Privacy Policy. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Services.

Key Terms

The following key terms are highlighted here for your convenience and reference and do not supersede or override any other terms or conditions provided in these Terms of Use. For more information on each term, please refer to the specific sections below where indicated.

Changes. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effectively immediately upon posting and apply to all access to and use of the Services thereafter. For more information, see Changes to the Terms of Use.
Reliance on the Services. The information provided by the Services is not intended to and does not replace any information provided by each of the resorts, such as signage, directions, restrictions, etc. For more information, see Reliance on Information Posted.
Use Caution. Always use caution and care when skiing, snowboarding, or otherwise navigating slopes, mountains, or other resort areas (hereinafter, “skiing”); look out for steep terrain, exposed rocks and similar hazards, and never look at your device while skiing. Always abide by the specific resort rules and regulations and applicable law. You should exercise independent judgment and not rely exclusively or predominantly on the Services. DO NOT LOOK AT YOUR PHONE WHILE SKIING. USE OF THE SERVICES WHILE SKIING IS STRICTLY FORBIDDEN UNLESS (A) YOU HAVE ENABLED NAVIGATION GUIDANCE VIA AUDIO AND ARE NOT LOOKING AT YOUR PHONE OR (B) YOU HAVE STOPPED IN AN APPROPRIATE, SAFE, AND PERMITTED LOCATION. USE OF THE SERVICES IS AT YOUR OWN RISK.
Location-based Services. Many of the features of the Services make use of location information. These features cannot be provided without using location-tracking technologies such as GNSS signals from your mobile device. All locations are approximate and are not accurate, including user location, ski runs, lifts, buildings, resort boundaries, amenities, and locator and routing services. The Company’s use of location information and provision of the location-based Services are governed by the Privacy Policy. For more information, see the Privacy Policy, available at https://www.bemappy.io/privacy.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Services.

Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so that you are aware of any changes, as they are binding on you.

LICENSE AND USE

Subject to these Terms of Use, the Company hereby grants you a free, limited, non-exclusive, non-transferable, and revocable license to use the Services, including the Software, for non-commercial purposes. You hereby acknowledge that the Services, including the Software, are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services or the Software, or any other rights thereto other than to use the Services and the Software in accordance with these Terms of Use.

Using the Services

These Terms of Use permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Services.

You must not access or use the Services or any materials available through the Services for any commercial purposes. If you wish to make use of any material on the Services, other than as set out in these Terms of Use, please address your request to: info@bemappy.io.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms of Use, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company.

Any use of the Services or the Software not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Use Restrictions

You shall not, whether by yourself or through any other means or person:

use the Services or the Software in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries);
copy the Services or the Software, except as expressly permitted;
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services or the Software;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or the Software or any part thereof;
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services or the Software, including any copy thereof;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or the Software, or any features or functionality of the Services or the Software, to any third party for any reason, including by making the Services or the Software available on a network where it is capable of being accessed by more than one device at any time;
interfere with or violate any third party or other user’s right to privacy or other rights, or harvest, data-mine, or collect personal information about any visitors or users of the Services and the Software without such visitors’ or users’ express written consent;
remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services or the Software;
interfere with or disrupt the proper working and functionality of the Services and the Software, or introduce any viruses, Trojan Horses, worms, or other material that is malicious or technologically harmful;
attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services or the Software, the server on which the Services or the Software is stored, or any server, computer, or database connected to the Services or the Software; or
infringe or violate any of these Terms of Use.

We have the right to disable or block your access to the Services and discontinue your use of the Services, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Accessing the Services and Account Security

We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our sole discretion at any time and without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts, or all, of the Services to users, including registered users.

You are responsible for both:

Making all arrangements necessary for you to have access to the Services.
Ensuring that all persons who access the Services through your internet connection are aware of these Terms of Use and comply with them.

To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide is correct, current, and complete. You agree that all information you provide to register with the Services or otherwise, including, but not limited to, through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to these Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session, if applicable. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason and without notice, including if, in our opinion, you have violated any provision of these Terms of Use.

User Contributions

The Services may contain profiles, messages, groups, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Services. All User Contributions must comply with the Content Standards set out in these Terms of Use. For more information, see Content Standards.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Services.

Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards (see Content Standards), infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Company.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY ANY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review all material before it is posted and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of the Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Trademark; Copyright

The Services, including the Software, and its contents, features, and functionality (including but not limited to all information, software, text, displays, images, artwork, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Trademark

The Company’s name, the Company’s logo, brand, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, branding, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

Copyright Infringement

We take claims of copyright infringement seriously and will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services, including any User Contribution, violates your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to the copyright agent designated below. All written notices must comply with Section 512(c)(3) of the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA”).

Our designated copyright agent to receive DMCA notices is:

Attention: Mappy Copyright Agent

4348 Waialae Avenue #532

Honolulu, Hawaii 96816

info@bemappy.io

If you fail to comply with the requirements of the DMCA, your notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

It is the policy of the Company to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

The Services may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

ALL LOCATIONS ARE APPROXIMATE INCLUDING USER LOCATION, SKI RUNS, LIFTS, BUILDINGS, RESORT BOUNDARIES, AMENITIES, AND LOCATOR AND ROUTING SERVICES. THE INFORMATION PROVIDED ON THE SERVICES IS NOT INTENDED TO REPLACE THE INFORMATION PRESENTED AT THE ACTUAL RESORT, MOUNTAIN, AND/OR SLOPE. IN THE EVENT THAT THE INFORMATION PRESENTED AT THE RESORT, MOUNTAIN, AND/OR SLOPE DIFFERS FROM THE INFORMATION PROVIDED ON THE SERVICES, YOU MUST NOT RELY ON THE SERVICES.

Information About You and Your Use of the Services

All information we collect through the Services is subject to our Privacy Policy, available at https://www.bemappy.io/privacy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Limitation of Liability; Warranty

THERE ARE INHERENT DANGERS AND RISKS WHEN SKIING AND YOU SHOULD ALWAYS USE THE SERVICES IN A SAFE AND REASONABLE MANNER. DO NOT LOOK AT YOUR PHONE WHILE YOU ARE SKIING AND ALWAYS BE MINDFUL OF YOUR SURROUNDINGS. USE OF THE SERVICES WHILE SKIING IS STRICTLY FORBIDDEN UNLESS (A) YOU HAVE ENABLED NAVIGATION GUIDANCE VIA AUDIO AND ARE NOT LOOKING AT YOUR PHONE OR (B) YOU HAVE STOPPED IN AN APPROPRIATE, SAFE, AND PERMITTED LOCATION.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS, OWNERS, MANAGERS, OR MEMBERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, DEATH, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

THE COMPANY PROVIDES THE SERVICES AND CONTENT ON THE SERVICES FOR USE ON AN “AS IS,” ‘WHERE IS,” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THERE IS NO WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, USAGE, WORKMANSHIP, QUALITY, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE, AND ANY AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

Additionally, the Company disclaims any warranties relating to the accuracy of the maps, content, mountain conditions, or navigation routes presented or displayed on the Services. Such errors and omissions are inherent to any service that operates on submitted and/or provided information. THE INFORMATION PROVIDED ON THE SERVICES IS NOT INTENDED TO REPLACE THE INFORMATION PRESENTED AT THE ACTUAL RESORT, MOUNTAIN, AND/OR SLOPE. IN THE EVENT THAT THE INFORMATION PRESENTED AT THE RESORT, MOUNTAIN, AND/OR SLOPE DIFFERS FROM THE INFORMATION PROVIDED ON THE SERVICES, YOU MUST NOT RELY ON THE SERVICES.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, managers, members, owners, employees, contractors, agents, representatives, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, fines, penalties, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to, your User Contributions, any use of the Services’ content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Services.

Miscellaneous

Governing Law and Jurisdiction

All matters relating to the Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Hawaii without giving effect to any choice or conflict of law provision or rule (whether of the State of Hawaii or any other jurisdiction). Exclusive jurisdiction and venue for any legal proceedings related to these Terms of Use or the Services shall be in a court of competent jurisdiction in the state or province where the alleged incident giving rise to the claim occurred.

Limitation on Time to File Claims

Any cause of action or claim you may have arising out of or relating to these Terms of Use or the Services must be commenced within one year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred and waived.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, the Privacy Policy, the EULA, the COVID-19 Safety disclosure, and the documents or policies referenced and incorporated herein and therein, constitute the sole and entire agreement between you and the Company regarding the Services and supersede all prior and other contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Software and the Services.‍

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MOBILE APPLICATION END USER LICENSE AGREEMENT

Last modified: July 15, 2022

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This Mobile Application End User License Agreement (this “Agreement”) is a binding agreement between you (“End User” or “you”) and MAPPY, INC., a Delaware corporation (the “Company”). This Agreement governs your use of the Snow Mappy App (including all related documentation, the “Application”). The Application is licensed, not sold, to you.

BY USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.

License Grant. Subject to the terms of this Agreement, the Company grants you a limited, non-exclusive, and nontransferable license to:

download, install, and use the Application for your personal, non-commercial use on a single mobile or electronic device owned or otherwise controlled by you (“Device”) strictly in accordance with the Application’s documentation; and
access, stream, download, and use on such Device the Content and Services (as defined in Section 5) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms of Use applicable to such Content and Services as set forth in Section 5.

License Restrictions. You shall not:

copy the Application, except as expressly permitted by this license;
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or
remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. The Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, patents, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, the Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy, available at https://www.bemappy.io/privacy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Content and Services. The Application may provide you with access to products and services accessible thereon, and certain features, functionality, and content accessible thereon (collectively, “Content and Services”). Your access to and use of such Content and Services are governed by the Company’s Terms of Use, available at https://www.bemappy.io/terms, and the Company’s Privacy Policy, available at https://www.bemappy.io/privacy, which are incorporated herein by this reference. Your access to and use of such Content and Services require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement.
Use of Application. You acknowledge that you must always use caution and care when skiing, snowboarding, or otherwise navigating slopes, mountains, or other resort areas. Always abide by the specific resort rules and regulations. You should exercise independent judgment and not rely exclusively or predominantly on the Application. Be on the lookout for steep terrain, exposed rocks, and similar hazards, and never look at your device while actively skiing or snowboarding. DO NOT LOOK AT YOUR PHONE WHILE ACTIVELY SKIING, SNOWBOARDING, OR TAKING PART IN SIMILAR ACTIVITIES. USE OF THE APPLICATION WHILE SKIING OR SNOWBOARDING IS STRICTLY FORBIDDEN UNLESS (A) YOU HAVE ENABLED NAVIGATION GUIDANCE VIA AUDIO AND ARE NOT LOOKING AT YOUR PHONE OR (B) YOU HAVE STOPPED IN AN APPROPRIATE, SAFE, AND PERMITTED LOCATION. USE OF THE APPLICATION IS AT YOUR OWN RISK.
Updates. The Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either:

the Application will automatically download and install all available Updates; or
you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
Term and Termination.

The term of this Agreement commences when you download the application and will continue in effect until terminated by you or the Company as set forth in this Section 9.
You may terminate this Agreement by deleting the Application and all copies thereof from your Device.
The Company may terminate this Agreement at any time without notice if it ceases to support the Application, which the Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
Upon termination:

all rights granted to you under this Agreement will also terminate; and
you must cease all use of the Application and delete all copies of the Application from your Device and account.

Termination will not limit any of the Company’s rights or remedies at law or in equity.

Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO YOU “AS IS,” “WHERE IS,” “AS AVAILABLE,” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, USAGE, WORKMANSHIP, QUALITY, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

ADDITIONALLY, THE COMPANY DISCLAIMS ANY WARRANTIES RELATING TO THE ACCURACY OF THE MAPS, CONTENT, MOUNTAIN CONDITIONS, OR NAVIGATION ROUTES PRESENTED OR DISPLAYED ON THE APPLICATION. SUCH ERRORS AND OMISSIONS ARE INHERENT TO ANY SERVICE THAT OPERATES ON SUBMITTED AND/OR PROVIDED INFORMATION. THE INFORMATION PROVIDED ON THE APPLICATION IS NOT INTENDED TO REPLACE THE INFORMATION PRESENTED AT THE ACTUAL RESORT, MOUNTAIN, AND/OR SLOPE. IN THE EVENT THAT THE INFORMATION PRESENTED AT THE RESORT, MOUNTAIN, AND/OR SLOPE DIFFERS FROM THE INFORMATION PROVIDED ON THE APPLICATION, YOU MUST NOT RELY ON THE APPLICATION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provisions will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Hawaii without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Hawaii in each case located in Honolulu, Hawaii. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

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COVID-19 SAFETY

Exposure to COVID-19 is an inherent risk in any location where people are present. Mappy, Inc. (the “Company”) does not own and/or operate the individual resorts or mountains that you may be navigating and visiting, and as such cannot guarantee you a risk-free experience. However, by each of us taking personal responsibility and adhering to all local, regional, state, federal, and industry health and safety guidelines, we can collectively reduce the risks to ourselves and our communities. Every user shares the responsibility for a safe and healthy experience while visiting individual resorts or mountains.

In these times we must all make decisions that work for ourselves and consider our own risk profiles. The Company cannot guarantee that you will not be exposed to COVID-19 during your visit to any resort or mountain. Refer to individual resorts for their COVID-19 policies and planned responses. COVID-19 is extremely contagious and can lead to severe illness and death, and the risk of being exposed or becoming sick due to COVID-19 cannot be eliminated. You are voluntarily assuming all COVID-19 exposure risks by visiting individual resorts’ properties or using any facility or service that is under their ownership, operation, or control.

Last modified: July 15, 2022

Master Subscription Terms & Conditions

MAPPY, INC.

MASTER SUBSCRIPTION TERMS AND CONDITIONS

Version 1.2, June 21, 2023‍

Thank you for your interest in Mappy, Inc. (“Mappy,” “us” or “our”). Mappy is a geospatial platform connecting venue operators with their guests. Mappy developer tools for mobile apps are designed to enhance the guest experience by providing the ability to find friends, family, and amenities on custom, interactive 2D/3D maps.The underlying data analytics platform provides information on guest movement patterns and visualization tools to inform data-driven decisions for venues.

Our offerings include (i) mapping services, which may include the custom development of map packages and access to map packages (“Operational Maps”); (ii) developer tools, including the Mappy API and Mappy SDK, or web maps on a software-as-a-service basis (“Developer Tools”); and (iii) access on a software-as-a-service basis to analytics mapping services and information products (“User Analytics Offerings”) and related software and services (the foregoing described in (i), (ii), and (iii) are collectively, the “Services”). To sign-up for or purchase a subscription to any Service hereunder, a customer must execute or electronically enter into an order with Mappy that references these Master Subscription Terms and Conditions (“T&Cs”) (any such order form that is accepted by Mappy is hereafter referred to as an “Order”). As part of the ordering process, you must identify the applicable entity that is designated as the customer(“Customer”). Each Order will also identify the features and functionality of the Services to be provided to Customer pursuant to such Order and may also identify usage caps or limitations. Mappy will not be required, by virtue of this Agreement (defined below) or otherwise, to provide to Customer any other Service features or functionality which are not expressly covered by such Order. All Orders will be governed by these T&Cs, and the T&Cs, together with any applicable Order, are hereafter referred to as this (“Agreement”).

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING CONTRACT BETWEEN MAPPY AND CUSTOMER THAT GOVERNS USE OF THE SERVICES. BY CLICKING “I ACCEPT,”OR EXECUTING AN ORDER, YOU REPRESENT AND WARRANT THAT YOU: (1) WISH TO USE THE SERVICES ON BEHALF OF, OR WITHIN YOUR CAPACITY AS, A REPRESENTATIVE, AGENT, OR EMPLOYEE OF THE ENTITY THAT IS DESIGNATED AS THE CUSTOMER AT THE TIME OF SIGN UP OR IN SUCH ORDER, AND (2) HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE CUSTOMER. BY CHECKING “I ACCEPT” OR EXECUTING OR SUBMITTING AN ORDER, CUSTOMER IS ACCEPTING AND AGREEING TO BE BOUND BY OF ALL OF THE PROVISIONS OF THIS AGREEMENT.

This Agreement is subject to occasional revision, and Mappy reserves the right to modify fees for accessing or using the Services in the future. See Section 13.3 of this Agreement for further information about changes to this Agreement.

1. Definitions. For purposes of this Agreement, the following terms have the meanings set forth below.

1.1. “Aggregated Data” data and information related to Customer’s use of the Services that is used by Mappy in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

1.2. “Authorized Users” means Customer’s employee or contractor personnel authorized by Customer to access and use the Services solely on behalf of Customer and for Customer’s internal business purposes.

1.3. “Customer Application” has the meaning set forth in Section 5.1.

1.4. “Customer Data” means, other than Aggregated Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

1.5. “Developer Tools” has the meaning set forth in the preamble, and includes any updates or modifications thereto made available by Mappy to Customer from time to time in its sole discretion.

1.6. “Documentation” means Mappy’s published user instructions, manuals, online help files, or other materials that are provided by Mappy in connection with the Services, and includes any updates or modifications thereto made available by Mappy to Customer from time to time in its sole discretion.

1.7. “End User” means the individual end users of any Customer Application.

1.8. “Mappy API” means any application programming interfaces made available to Customer by Mappy for the purposes of enabling Customer to send data to or receive data from the Services.

1.9. “Mappy App” means any and all of Mappy’s customer-facing mobile application(s), and includes any updates or modifications thereto made available by Mappy from time to time in its sole discretion.

1.10. “Mappy SDK” means the software development kit for Authorized Users.

1.11. “Mappy Technology” means collectively, the Services, Mappy API, Mappy App, Mappy SDK, Operational Maps, User Analytics Offerings, Documentation, and any other services to be provided pursuant to the Agreement.

1.12. “Maps” means the map(s) of the Venue developed individually by Mappy or jointly with a Customer.

1.13. “Marks” has the meaning set forth in Section 13.1.

1.14. “Operational Maps” has the meaning set forth in the preamble, and includes any updates or modifications thereto made available by Mappy to Customer from time to time in its sole discretion.

1.15. “Order” has the meaning set forth in the preamble.

1.16. “Personal Information” means “personal data,” “personal information,” “personally identifiable information” or such similar term under applicable Privacy & Data Security Laws.

1.17. “Privacy & Data Security Laws” means the privacy, data protection and data security laws and regulations applicable to the processing of Personal Information.

1.18. “Term” has the meaning set forth in Section 9.1.

1.19. “User Analytics Offerings” has the meaning set forth in the preamble, and includes any updates or modifications thereto made available by Mappy to Customer from time to time in its sole discretion.

1.20. “Venue” means the physical venue or other property or properties designated on an Order.

2. Ownership.

2.1. Mappy Technology. Customer acknowledges that all right, title, and interest, including all intellectual property rights, in and to the Mappy Technology and any Maps shall be and will remain the exclusive property of Mappy, and Customer hereby irrevocably assigns to Mappy all right, title and interest Customer may have or acquire in Mappy Technology or Maps.

3. Mappy Application. Customer acknowledges and agrees that Mappy has developed the Mappy App, and may in the future develop additional Mappy Apps. Customer acknowledges and agrees that use of any Mappy App is subject to Mappy’s terms of use and privacy policy applicable thereto, as may be updated by Mappy from time to time in its sole discretion.

‍4. Operational Maps.

4.1. Access Right and License. Subject to Customer’s ongoing compliance with the terms of the Agreement, Mappy hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, internal right during the Term to access and use, and allow Authorized Users to access and use, the Operational Maps solely for Customer’s internal business purposes subject to any limitations set forth in the Order. To the extent Operational Maps includes custom development of map packages, Mappy grants Customer a non-exclusive, non-transferable, non-sublicensable, internal use only license, during the Term to display, distribute, and modify such custom map packages in accordance with the applicable Order.

4.2. Requirements. Customer is responsible for maintaining the secrecy of any non-public links and authentication information that provide access to the Operational Maps to Authorized Users. Customer will, and will ensure that each Authorized User, will use reasonable efforts to prevent any unauthorized access or use of the Operational Maps and immediately notify Mappy in writing of any unauthorized access or use. If there is unauthorized access or use by anyone who obtained access to the Operational Maps directly or indirectly through Customer or its Authorized Users, Customer will, and will ensure that each Authorized User will, take all steps reasonably necessary to terminate the unauthorized access or use. Customer will, and will ensure that each Authorized User will, cooperate and assist with any actions taken by Mappy to prevent or terminate unauthorized use of the Operational Maps and remediate any issues resulting from, or related to, such unauthorized access or use.

4.3. Restrictions. Customer shall not, directly or indirectly, and shall not authorize any third party to: (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, or associated know-how of the Operational Maps ; (ii) write or develop any program based upon the Operational Maps or any portion of any of the foregoing, or otherwise use the Operational Maps in any manner for the purpose of developing, distributing or making available products or services that compete with the Operational Maps ; (iii) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Operational Maps or any rights to any of the foregoing; (iv) permit the Operational Maps to be accessed or used by any persons other than Authorized Users accessing or using the Operational Maps in accordance with the Agreement; (v) alter or remove any trademarks or proprietary notices contained in or on the Operational Maps; or (vi) circumvent or otherwise interfere with any authentication or security measures of the Operational Maps or otherwise interfere with or disrupt the integrity or performance of the foregoing or except as expressly permitted hereunder. Customer represents and warrants that it and all Authorized Users will, at all times during the Term, comply with all applicable laws in connection with its use of the Operational Maps. Customer acknowledges that Mappy may, but is under no obligation to, monitor Customer’s use of the Operational Maps. Mappy may suspend Customer’s, or an Authorized User’s access to the Operational Maps for any period during which Customer or an Authorized User is, or Mappy has a reasonable basis for alleging Customer or an Authorized User is, in noncompliance with the foregoing.

5. Developer Tools.

5.1. License. If Customer’s Order includes a license to the Developer Tools, then subject to Customer’s ongoing compliance with the terms of the Agreement and any limitations set forth in the Order, Mappy hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, internal use only license, during the Term to: (i) use the Mappy SDK for the purpose of integrating the Mappy API and Maps into Customer’s mobile application(s) and web based platforms (“Customer Applications”), in each case as identified in the Order; (ii) call the Mappy API in accordance with Documentation; and (iii) make only those copies of the Mappy SDK and Documentation as reasonably necessary to exercise Customer’s rights under the foregoing (i) and (ii).

5.2. Requirements. Customer is responsible for maintaining the secrecy of any non-public links and authentication information that provide access to the Developer Tools to Authorized Users. Customer will, and will ensure that each Authorized User, will use reasonable efforts to prevent any unauthorized access or use of the Developer Tools and immediately notify Mappy in writing of any unauthorized access or use. If there is unauthorized access or use by anyone who obtained access to the Developer Tools directly or indirectly through Customer or its Authorized Users, Customer will, and will ensure that each Authorized User will, take all steps reasonably necessary to terminate the unauthorized access or use. Customer will, and will ensure that each Authorized User will, cooperate and assist with any actions taken by Mappy to prevent or terminate unauthorized use of the Developer Tools and remediate any issues resulting from, or related to, such unauthorized access or use.

5.3. Restrictions. Customer acknowledges and agrees that as between the parties, Mappy and its licensors own all right, title, and interest, including all copyrights and other intellectual property rights, in and to the Developer Tools. Mappy reserves all rights not expressly granted by this Agreement. Customer is entitled to use the Developer Tools (i) solely in accordance with the terms of this Agreement, and (ii) unless expressly stated otherwise in a written agreement signed by Mappy, solely for Customer’s internal business use. Customer shall not decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the Developer Tools except to the extent permitted by applicable law.

6. User Analytics Offerings.

6.1. Access Right and License. If Customer’s Order includes licenses to the User Analytics Offerings, then subject to Customer’s ongoing compliance with the terms of the Agreement and any limitations set forth in the Order, Mappy hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, internal use only license during the Term to access the User Analytics Offerings via web-based platforms (e.g., data analytics operations dashboards) for the number of licenses specified in the Order.

6.2. Requirements. Customer is responsible for maintaining the secrecy of any non-public links or authentication information that provide access to the User Analytics Offerings to Authorized Users. Customer will, and will ensure that each Authorized User, will use reasonable efforts to prevent any unauthorized access or use of the User Analytics Offerings and immediately notify Mappy in writing of any unauthorized access or use. If there is unauthorized access or use by anyone who obtained access to the User Analytics Offerings directly or indirectly through Customer or its Authorized Users, Customer will, and will ensure that each Authorized User will, take all steps reasonably necessary to terminate the unauthorized access or use. Customer will, and will ensure that each Authorized User will, cooperate and assist with any actions taken by Mappy to prevent or terminate unauthorized use of the User Analytics Offerings and remediate any issues resulting from, or related to, such unauthorized access or use.

6.3. Restrictions. Customer acknowledges and agrees that as between the parties, Mappy and its licensors own all right, title, and interest, including all copyrights and other intellectual property rights, in and to the User Analytics Offerings. Mappy reserves all rights not expressly granted by this Agreement. Customer is entitled to use the User Analytics Offerings (i) solely in accordance with the terms of this Agreement, and (ii) unless expressly stated otherwise in a written agreement signed by Mappy, solely for Customer’s internal business use. Customer shall not decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the User Analytics Offerings except to the extent permitted by applicable law.

7. Customer Data and Aggregated Data.

7.1. Ownership; License. Notwithstanding anything to the contrary in this Agreement, Mappy may monitor Customer’s use of the Services and collect and compile Aggregated Data. As between Mappy and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Mappy. Customer acknowledges that Mappy may compile Aggregated Data based on Customer Data input into the Services. Customer agrees that Mappy may (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law. Mappy acknowledges that, as between Mappy and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Mappy a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data (including in the Mappy App) and perform all acts with respect to the Customer Data as may be necessary for Mappy to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Data.

7.2. Personal Information. The parties acknowledge that in performing its obligations, Mappy may obtain or have access to, or otherwise store, process, receive or transmit certain Personal Information. All Personal Information collected via the Mappy App will be subject to Mappy’s privacy policy, as may be updated by Mappy from time to time, and Customer agrees to comply with the terms thereof. With respect to Personal Information transmitted by or through Customer to Mappy, including via the Mappy API, Customer acknowledges that Mappy and Customer will be separate and independent data controllers, businesses or equivalent terms under applicable Privacy & Data Security Laws for such Personal Information. Customer is responsible for providing to End Users all necessary notices and for obtaining appropriate consents and waivers from such End Users, to enable lawful processing of Personal Information received from End Users for any applicable purpose, in accordance with applicable Privacy & Data Security Laws. Each party agrees to respond to valid and verified requests made by End Users who are consumers to exercise their rights where required by Privacy & Data Security Laws. A party shall provide to the other party with such assistance as may be reasonably necessary and technically feasible to assist the requesting party in fulfilling its obligations to respond to such requests from End Users. Customer agrees that (i) at all times during the Term of this Agreement, it will comply with all applicable Privacy & Data Security Laws, and (ii) that Personal Information of End Users will not be utilized by Customer, its contractors or agents other than as permitted by Customer’s published privacy policy or terms of service, each as amended from time to time.

8. Fees; Payment.

8.1. Fees. Customer agrees to pay to Mappy any fees for each Service that Customer purchases or uses (including any overages based on consumption or usage) in accordance with the pricing and payment terms presented to Customer in the Order, unless otherwise agreed upon in writing between Customer and Mappy or updated in accordance with this Section. For Orders that automatically renew, the billing cycle (typically monthly or annually) will be indicated in the applicable Order, and in such case, the applicable subscription fees for any subsequent billing cycle will be charged at Mappy’s then-current published list price, until the subscription terminates in accordance with this Agreement. Customer will be billed for all amounts due under this Agreement using the billing method designated by Customer in the Order or any other Customer-provided payment method on file in accordance with the terms set forth in the Order. Customer must provide current, complete, and accurate information for Customer’s billing account and promptly update all information to keep Customer’s billing account current, complete, and accurate. Fees paid by Customer are non-refundable, except as provided in this Agreement or when required by law. Customer must terminate any automatically renewing Order(s) before renewal in accordance with this Agreement in order to avoid billing of the recurring fees to Customer. Customer acknowledges that all Orders that include auto-renewal have a recurring payment feature and Customer accepts responsibility for all recurring charges prior to termination. If there are no valid payment methods on file for Customer, Mappy may send Customer invoices for the balance of any amounts due.

8.2. Taxes. Prices do not include, and Customer must pay or reimburse Mappy for, all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes based on Mappy’s net income). If Mappy has a legal obligation to pay or collect sales tax for which Customer is responsible, Mappy will calculate the sales tax based upon the billing information it has about Customer and charge Customer that amount (which, if Customer’s billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless Customer timely provides Mappy with a valid tax exemption certificate acceptable to the appropriate taxing authority.

8.3. Late Payments. Mappy may charge Customer interest on overdue fees at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue.

‍9. Term; Termination

9.1. Term. This Agreement will start on the effective date of Customer’s first Order and, unless terminated earlier in accordance with this Agreement, will continue until all Orders hereunder have expired or been terminated for ninety (90) days. Additionally, in the event that all Orders have expired or terminated, then either party may terminate this Agreement upon written notice to the other party. The duration of Customer’s initial subscription term for each Order will be as set forth in such Order (“Initial Subscription Term”), and, if indicated in the Order, may automatically renew on a monthly or annual basis (as applicable, a “Renewal Subscription Term”) until terminated or cancelled by Customer or Mappy as set forth below. The Initial Subscription Term of an Order, together with any applicable Renewal Subscription Term(s) for such Order, are collectively, (the “Term”).

9.2. Termination of Recurring Subscriptions. Unless otherwise set forth in an Order, either party may cancel any automatically renewing subscription(s) under this Agreement by providing the other party with at least thirty (30) days’ notice of its intent to terminate prior to the end of the then-current Term. Customer should send notices of termination to info@bemappy.io. If Customer cancels or Mappy terminates a subscription as set forth above, then Customer will continue to have access to the Services until completion of Customer’s then-current Term, provided that Customer has timely paid all applicable fees and remains in compliance with the terms of this Agreement.

9.3. Termination for Cause. Mappy may terminate this Agreement and/or any applicable Order, in whole or in part, by written notice if Customer fails to pay within ten (10) days after notice of nonpayment any amounts owed to Mappy. Mappy may further suspend or restrict Customer’s access to the Services if Mappy reasonably believes Customer is in breach of this Agreement. Customer may terminate this Agreement and all Orders if Mappy is in material breach of this Agreement, which is not cured within 30 days after written notice of such breach. Either party may terminate this Agreement and all Orders if the other party files for or is adjudicated bankrupt or suffers any other analogous event.

9.4. Effect of Termination. Upon the effective date of expiration or termination of this Agreement for any reason: (i) all outstanding Orders and access to Mappy Technology will automatically terminate; and (ii) all outstanding payment obligations of Customer become due and payable immediately. The following provisions will survive the expiration or termination of this Agreement for any reason: Sections 1, 2.1, 4.2, 5.3, 7.1, 8.1, 9.4, 10, 11, 12, and 13.

9.5. Delinquent Accounts; Suspension. Mappy reserves the right to suspend, terminate, or downgrade the Services to a free service tier, in its sole discretion, if any amount under an Order is due but unpaid until such time as all amounts due under this Agreement are paid in full. In addition to the amount due for the Service, Customer will be charged with fees or charges that are incidental to any chargebacks or collection of any such unpaid amounts including collection fees. Additionally, Mappy reserves the right to suspend Customer and/or its Authorized Users’ access to the Service or any portion thereof at any time: (i) in the event that Mappy suspects in good faith that Customer or any of its Authorized Users is using the Service in violation of this Agreement, or (ii) if Mappy otherwise believes such action is reasonable to comply with any applicable law, regulation or court order.

10. Indemnification. Customer shall indemnify and hold Mappy and its affiliates, officers, employees, partners, suppliers, licensors and agents (each, a “Mappy Party”) harmless, from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) Customer’s or its Authorized Users use of the Services or Developer Tools in violation of this Agreement; (ii) Customer’s violation of applicable laws or regulations or the rights of another party; and (iii) Customer’s failure to comply with Section 7.1. Mappy reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Mappy in asserting any available defenses. This provision does not require Customer to indemnify any of Mappy Parties for any unconscionable commercial practice by such Mappy Party or for such Mappy Party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Mappy’s website or any Service provided hereunder.

11. Disclaimers. THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND THE MAPPY PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE MAPPY PARTIES MAKE NO WARRANTY THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR THAT THE SERVICE OR THE RESULTS OBTAINED FROM USING THE SERVICE WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. THE SERVICE MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. THE MAPPY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICE OR THE RESULTS OR METADATA DERIVED FROM USING THE SERVICE, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MAPPY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF CUSTOMER’S FIRST USE OF THE SERVICE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE MAPPY PARTIES ARE NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD THE MAPPY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH CUSTOMER. THE MAPPY PARTIES MAKE NO WARRANTY THAT ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET CUSTOMER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. MAPPY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICE.

12. LIMITATION ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY MAPPY PARTY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA OR REVENUE, DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR CUSTOMER’S USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF SUCH MAPPY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S DEVICES OR COMPUTER SYSTEMS, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE MAPPY PARTIES WILL NOT BE LIABLE TO CUSTOMER FOR MORE THAN THE TOTAL AMOUNT PAID TO MAPPY BY CUSTOMER DURING THE TWELVE MONTHS PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MAPPY AND CUSTOMER.

THE FOREGOING LIMITATIONS ON LIABILITY AND CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A MAPPY PARTY FOR (I) DEATH OR PERSONAL INJURY SOLELY TO THE EXTENT CAUSED BY A MAPPY PARTY’S GROSS NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY A MAPPY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

13. Miscellaneous

13.1. Publicity. Mappy may, with Customer’s prior approval, display and use Customer’s name and Customer’s logos, trade names, trademarks and service marks (“Marks”) in its customer list (including on Mappy’s website, social media and in sales and marketing materials) and in the same manner in which it uses the names and Marks of its other customers. Mappy shall use Customer’s Marks in accordance with Customer’s applicable branding guidelines.

13.2. Esri. Mappy is a Partner in Esri’s Partner Network. Customer agrees that by using Mappy Services they may be considered as a Solution Delivery End User by Esri, and that they will abide by the Mappy-Esri Flow-Down Terms and Conditions found at [URL], the terms of which are hereby incorporated by reference.

13.3. Changes. This Agreement is subject to occasional revision. If Mappy makes any substantial changes, Mappy may require Customer to accept the changes, notify Customer by sending an e-mail to the contact information provided to us (if any) in an Order, and/or by prominently posting notice of the changes on the Service. Customer is responsible for providing Mappy with Customer’s most current contact information. Any changes to this Agreement will be effective upon the earliest of when Customer provides its acceptance of the changes, thirty (30) calendar days following our dispatch of an e-mail notice to Customer (if applicable), and thirty (30) calendar days following our posting of notice of the changes on the Service. The changes will be effective immediately for new users of the Service. Continued use of our Service following notice of such changes shall indicate Customer’s acknowledgement and acceptance of such changes and agreement to be bound by the terms and conditions of such changes.

13.4. Notice. Where Mappy requires that Customer provide an e-mail address, Customer is responsible for providing Mappy with its most current e-mail address. In the event that the last e-mail address provided to Mappy is not valid, or for any reason is not capable of delivering any notices required/permitted by the Agreement, Mappy’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Customer may give notice to Mappy at the following address: 4348 Waialae Ave. #532, Honolulu, HI 96816. Such notice shall be deemed given when received by Mappy by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

13.5. International Users. The Service is controlled and offered by Mappy from its facilities in the United States of America. Mappy makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

13.6. Government Users. The Service is commercial computer software and commercial computer software documentation. If Customer is a U.S. Government agency, this Agreement constitutes the entire agreement between the parties and is binding on government users in accordance with the policy stated at Federal Acquisition Regulation (FAR) 48 CFR 12.212 (for non-defense agencies) or Defense FAR Supplement (DFARS) 48 CFR 227.7202 (for defense agencies).

13.7. Export. The Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Mappy, or any products utilizing such data, in violation of the United States export laws or regulations.

13.8. Consumer Complaints. Mappy is located at the address in Section 13.12. If Customer is a California resident, complaints may be reported to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

13.9. Electronic Communications. The communications between Customer and Mappy use electronic means. For contractual purposes, Customer: (a) consents to receive communications from Mappy in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Mappy provides electronically satisfy any legal requirement that such communications would satisfy if it were provided in a hardcopy writing. The foregoing does not affect Customer’s non-waivable rights.

13.10. Monitoring and Enforcement. Mappy reserves the right to: (i) remove or refuse to post any Maps for any or no reason in our sole discretion; (ii) take any action with respect to any Maps that we deem necessary or appropriate in our sole discretion, including if we believe that such Maps violate this Agreement, infringe any intellectual property right or other right of any person or entity, threaten the personal safety of users of the Service or the public, or could create liability for the Mappy; (iii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service; and/or (iv) terminate or suspend Customer’s access to all or part of the Service all for any or no reason, including without limitation, any violation of this Agreement.

13.11. Entire Agreement. This Agreement constitutes the entire agreement between Customer and Mappy regarding the use of the Service. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement shall be governed in all respects by California law, excluding any conflict of laws principles that would require the application of the laws of another jurisdiction. Customer and Mappy hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts in the District of Northern California. Customer’s relationship to Mappy is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and Customer’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by Customer without Mappy’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Mappy may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.

13.12. Contact Information.

Mappy, Inc.

4348 Waialae Ave. #532

Honolulu, HI 96816

info@bemappy.io

Mappy-ESRI Flow-Down T&C

MAPPY, INC.

MAPPY-ESRI FLOW-DOWN TERMS AND CONDITIONS

Version 1.0, November 3, 2022

Thank you for your interest in Mappy, Inc. (“Mappy” or “Partner”). Mappy is a geospatial platform connecting venue operators with their guests. Mappy’s developer tools for mobile apps are designed to enhance the guest experience by providing the ability to find friends, family, and amenities on custom, interactive 2D/3D maps. The underlying data analytics platform is designed to provide information on guest movement patterns and visualization tools to inform data-driven decisions for venues. By using the Mappy Services, which may include the use of Esri Hosted Solutions, the Customer (“Solution Delivery End User”) agrees to the flow-down terms and conditions from Esri.

1. Solution Delivery End Users disclaim, to the extent permitted by applicable law, Esri and its licensors’ liability for any damages or loss of any kind, whether direct, special, indirect, incidental, or consequential, arising from the use of the Hosted Solutions including, but not limited to, liability for use of Hosted Solutions in high-risk activities or liability related to any Data supplied by Esri.

2. If Mappy terminates participation in the Esri Partner Network Agreement or use of Hosted Solutions, Solution Delivery End User is required to (i) cease access and use of the terminated Authorized Sublicense Material in Hosted Solutions, and (ii) clear any client-side data cache derived from the terminated Authorized Sublicense Material in Hosted Solutions.

3. Solution Delivery End User is required to comply fully with all relevant export laws and regulations of the United States, including, but not limited to, the Export Administration Regulations (EAR), including prohibited end users and end uses as referenced in Part 744 and Supplement No. 4 to Part 744 of the EAR; International Traffic in Arms Regulations (ITAR); and the United States Department of Treasury, Office of Foreign Assets Control (OFAC) regulations, and to ensure that Esri products, or any direct product thereof, are not exported, reexported, transferred, diverted, used, or accessed, directly or indirectly, in violation of any United States export laws and regulations. When applicable, Partner and any Solution Delivery End Users will provide Esri with information about Partner and Solution Delivery End Users’ export and distribution activities as may be required for Esri to meet its obligations under the United States export control laws and regulations.

4. Solution Delivery End Users are prohibited from removing or obscuring of any patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Authorized Sublicense Material, output, metadata file, or online or hard-copy attribution page of any Data with respect to Authorized Sublicense Material.

5. Solution Delivery End Users disclaim all terms in the Esri Click-Through Master Agreement (E204CW) included with Authorized Sublicense Material. Esri and its licensors do not warrant that Data and Authorized Sublicense Material will meet the Solution Delivery End User’s needs or expectations; that the use of Data, Authorized Sublicense Materials, and Hosted Solutions will be uninterrupted; or that all nonconformities can or will be corrected. Esri and its licensors are not inviting reliance on Data in Authorized Sublicense Materials, and Solution Delivery End User should always verify actual Data in Authorized Sublicense Materials. Any warranty offered by Partner for the Partner Hosted Solutions shall only apply between Partner and its Solution Delivery End Users. Esri does not offer any warranties or indemnities to Solution Delivery End User for the Authorized Sublicense Material.

6. Solution Delivery End Users are prohibited from using Authorized Sublicense Material for any revenue generating activities. Authorized Sublicense Material in Hosted Solution is for the internal use of Solution Delivery End Users only.

7. Solution Delivery End Users are prohibited from using Authorized Sublicense Material independently from Hosted Solution or in any other product or service.

8. Solution Delivery End Users are prohibited from storing, caching, using, uploading, distributing, or sublicensing content or otherwise using Authorized Sublicense Material in violation of Esri’s or a third party’s rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable law or regulation.

9. Solution Delivery End Users are prohibited from sharing of Named User login credentials. These are for designated Solution Delivery End Users only and may not be shared with other individuals. A license may be reassigned to another Solution Delivery End User if the former user no longer requires access to the Hosted Solution.

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