eMap End User License Agreement

Effective Date: October 20, 2021

eMap is a free-to-use platform for users that are simply viewing and using maps created by others. Users that create maps for private, group or public use and advertisers that purchase ads that appear on maps are considered “mapmakers” or “advertisers”. For this EULA, all users are collectively called “customers”. This eMap End User License Agreement (“Agreement”) is a binding contract between Customer and CS Platinum, LLC, dba eMap.live aka eMap (“eMap,” “we,” or “us”) governing use of the eMap Platform (defined below). If you are an individual accessing the eMap Platform on your own behalf, the term “Customer” means you. If you are accessing the eMap Platform on behalf of another individual, company, organization, or other entity, then “Customer” refers to such individual, company, organization, or other entity. If a valid and signed agreement exists between Customer and eMap related to the subject matter hereof, those terms take precedence over these terms unless otherwise agreed by the parties in relation to a specific order.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING AN ORDER FORM OR OTHER DOCUMENT THAT REFERENCES THIS AGREEMENT, BY USING THE EMAP PLATFORM WEBSITE OR APPS, OR BY OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU: (1) AGREE TO THIS AGREEMENT ON BEHALF OF CUSTOMER; AND (2) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE EMAP PLATFORM. eMap may change this Agreement at any time. We will make reasonable efforts to provide you with prior notice of any material changes to this Agreement. Your continued use of the eMap Platform after any change to this Agreement means that you accept all such changes. You should consult this Agreement each time you access the eMap Platform to view any changes. This Agreement was last modified on the date indicated above.

  1. Use of the eMap Platform.
    1. eMap Platform. The “eMap Platform” collectively refers to eMap’s website found at https://eMap.live (“Website”), eMap’s proprietary web-based software platform (“SaaS Solution”), any application programming interface information made available by eMap (“APIs”), any browser extensions, downloadable software plug-in, or other software extension made available by eMap (collectively, “Plug-Ins”), any mobile applications made available by eMap (“Apps”), and any content, data, user interfaces, designs, or information made available via the SaaS Solution, APIs, Plug-Ins, or Apps, and any information generated by the SaaS Solution, APIs, Plug-Ins, or Apps (whether derived from User Content, other eMap Data, or otherwise) (collectively, “eMap Data”). Any person that accesses or uses the eMap Platform is an “Authorized User.” The eMap Platform enables Authorized Users to (1) create maps of their own User Content or of eMap Data, and (2) view maps that have been created by others.
    2. License.
      1. Subject to Customer’s and each Authorized User’s compliance with this Agreement, eMap hereby grants to Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to: (i) access and use the Website, Apps and SaaS Solution; (ii) download, install, send and receive calls from, and otherwise use any API that may be made available; and (iii) download, install, and use the Plug-Ins and Apps on compatible authorized devices that Customer or such Authorized User owns or controls; in each case, solely in connection with Customer’s internal business purposes in accordance with the Scope Limitations and the Documentation.
      2. Subject to Customer’s and each Authorized User’s compliance with this Agreement, eMap hereby grants to Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to: (i) use the platform to create maps (ii) use, distribute, embed and commercialize maps created by Customer;.
    3. Deactivation. eMap may, at any time and without notice to Customer: (1) restrict, deactivate, and/or terminate Customer’s access to the eMap Platform (or any portion thereof); or (2) terminate or modify the eMap Platform (or any portion thereof). eMap will not be liable to Customer or any third party for any termination of or modification to the eMap Platform regardless of the reason for such termination or modification. If Customer is dissatisfied with any termination or modification of the eMap Platform, Customer’s only remedy is to stop using the eMap Platform.
    4. Privacy Notice. Please review eMap’s Privacy Notice, which also governs Customer’s and its Authorized Users’ use of the eMap Platform, for information on how eMap collects, uses and shares Account Information (defined below).
    5. Consent to Electronic Communications By using the eMap Platform, Customer consents to receiving certain electronic communications from eMap as further described in our Privacy Notice. If Customer signs up to receive text messages from eMap, Customer agrees that eMap may send marketing and/or informational text messages to the phone number provided via an automatic telephone dialing system. Consent is not required as a condition to use the platform. Message and data rates may apply. Please read our Privacy Notice to learn more about our electronic communications practices, and for information on how to opt out of electronic communications. Customer agrees that any notices, agreements, disclosures, or other communications that eMap sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.
  2. Registration; Eligibility; Restrictions.
    1. Authorized Users. eMap might require Customer to complete a registration process to enable its Authorized Users to access certain parts of the eMap Platform. Customer must complete the registration process by providing us with current, complete, and accurate information, as prompted by the applicable registration form. Customer is responsible for ensuring that each of Customer’s Authorized Users complies with this Agreement and Customer is fully responsible and liable for the acts and omissions of each of Customer’s Authorized Users as if they were Customer’s own acts or omissions.
    2. Eligibility. Customer represents and warrants that all Authorized Users are at least 18 years of age and have not been previously suspended or removed from the eMap Platform.
    3. Credentials and Account Information. As part of the registration process, Customer may be asked to select a username, password, or other login credentials, or may be given the option to use credentials from another service provider to login to the eMap Platform (“SSO”) (collectively, “Credentials”). eMap will also collect information that relates to Customer and/or its Authorized Users in connection with the use and administration of the eMap Platform (together with Credentials, “Account Information”). Customer is entirely responsible for maintaining the security and confidentiality of Customer’s and its Authorized Users’ Credentials (including SSO credentials, if applicable). Customer agrees to notify eMap immediately of any unauthorized use of Customer’s or its Authorized Users’ account(s) or any other breach of security. To notify us, contact us through eMap’s contact form at https://eMap.live/contact-us. Customer is responsible for all use of the eMap Platform occurring under Customer’s and its Authorized Users’ accounts and all content posted by Customer’s and its Authorized Users’ account on the eMap Platform. eMap will not be liable for any loss that Customer incurs as a result of someone else using Customer’s or its Authorized Users’ Credentials or account. Customer may be held liable for any losses incurred by eMap or a third party due to someone else using Customer’s or its Authorized Users’ account or Credentials.
    4. Customer’s Responsibilities and License Restrictions. Customer and its Authorized Users may use the eMap Platform solely for lawful purposes, as intended through the provided functionality of the eMap Platform. Customer and its Authorized Users may not use the eMap Platform in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the eMap Platform. Customer and its Authorized Users may not attempt to gain unauthorized access to the eMap Platform, user accounts, or computer systems or networks, through hacking, password mining, or any other means. Without limiting any of the foregoing, Customer and its Authorized Users may not (nor allow or assist any third party to):
      1. use, copy, install, transfer, or distribute the eMap Platform, except as expressly permitted in this Agreement;
      2. modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the eMap Platform;
      3. remove or alter any copyright, trademark, or other proprietary rights notices contained in or on the eMap Platform or in or on any Visualization, content, or other material obtained through the eMap Platform or the use of the eMap Platform
      4. distribute or commercialize the eMap Data outside your organization except as embedded within maps as expressly permitted in this Agreement;
      5. probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
      6. reformat, mirror, or frame any portion of the web pages that are part of the eMap Platform, except as specifically intended by the functionality of the eMap Platform;
      7. express or imply that any statements Customer makes are endorsed by us, without our prior written consent in each instance;
      8. transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component;
      9. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the eMap Platform or its contents;
      10. harvest or collect information about other users without their prior written consent;
      11. undertake, cause, permit, or authorize the translation, reverse engineering, disassembling, or hacking of any aspect of the eMap Platform, or attempt to do any of the foregoing, except and solely to the extent described in this Agreement, the eMap Platform’s authorized features, or by law, or otherwise attempt to use or access any portion of the eMap Platform other than as intended by eMap;
      12. access, tamper with, or use non-public areas of the eMap Platform, eMap’s (and its service providers’) computer systems and infrastructure, or the technical delivery systems of eMap’s service providers;
      13. harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including eMap employees, and other users of the eMap Platform;
      14. solicit, or attempt to solicit, personal information from other users of the eMap Platform, except as permitted through the eMap Platform’s intended functionality;
      15. restrict, discourage, or inhibit any person from using the eMap Platform;
      16. gain unauthorized access to the eMap Platform, to other users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the eMap Platform;
      17. violate any applicable federal, state, or local laws, regulations;
      18. use the eMap Platform in violation of eMap’s or any third party’s intellectual property or other proprietary or legal rights; or
      19. use or access the eMap Platform to build a competing service.
      20. Use the eMap Platform to upload any pornographic images.
    5. Actions. We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce this Agreement.
  3. User Content.
    1. User Content. Certain features of the eMap Platform may permit Customer and its Authorized Users to upload content to the eMap Platform (“User Content”). User Content does not include Account Information.
    2. Limited License Grant to eMap. Customer hereby grants eMap a worldwide, perpetual, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute Customer’s User Content, in whole or in part, in any and all media or distribution methods (now known or later developed) in accordance with the settings on Customer’s account and the features of the eMap Platform Customer and its Authorized Users elect to use. User Content may be used internally to improve the usability, functionality, and accuracy of the eMap Platform.
    3. Limited License Grant to Other Users. By posting or sharing User Content with other users of the eMap Platform or the public, Customer grants those users or the public (as applicable) a non-exclusive license to access and use that User Content for any purpose without payment or restriction unless otherwise restricted by Customer at the time of posting.
    4. Restrictions; Data Retention. “Sensitive Personal Information” is personal information that may pose a risk of harm to an individual if improperly disclosed, including, without limitation, (1) government issued identifiers such as Social Security number, Individual Tax Identification Number, driver’s license number, or passport number; (2) financial information, including payment card information or other financial account numbers; (3) health or medical information, including health insurance information; (4) security information for third party accounts; and (5) sensitive or special categories of personal information as defined under applicable privacy laws; (6) pornographic images. Sensitive Personal Information is not permitted on the eMap Platform. Customer shall not upload or otherwise submit any Sensitive Personal Information to eMap in connection with the eMap Platform. Customer agrees that eMap will have no responsibility or liability with respect to any such Sensitive Personal Information that is processed, transmitted, disclosed, or stored in connection with the eMap Platform. eMap is not responsible for performing, and is not liable for any failure to perform, any back-up of any User Content provided, processed, or stored in or through the eMap Platform. eMap recommends that Customer perform regular exports and back-ups of Customer’s User Content. Upon deactivation of a eMap account, all data associated with that account may be deleted, but deletion is not compulsory.
    5. User Content Representations and Warranties. Customer is solely responsible for Customer’s User Content and the consequences of postingIV. or publishing User Content. By posting or publishing User Content, Customer affirms, represents, and warrants that:
      1. Customer is the creator and owner of the User Content, or has the necessary licenses, rights, consents, and permissions to authorize eMap and users of the eMap Platform to use and distribute Customer’s User Content as necessary to exercise the licenses granted by Customer in this section, in the manner contemplated by the eMap Platform, and this Agreement; and
      2. Customer’s User Content, and the use of Customer’s User Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause eMap to violate any law or regulation.
      3. Any unauthorized map created of any area not owned or authorized to the map creator is subject to re-assignment to a proven owner or organization and/or removal from viewability on the platform and possible deletion.
    6. User Content Disclaimer. We are under no obligation to edit or control User Content that Customer or other users post or publish, and will not be in any way responsible or liable for User Content. eMap may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates this Agreement or is otherwise objectionable. Customer understands that when using the eMap Platform Customer will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. Customer agrees to waive, and does hereby waive, any legal or equitable right or remedy Customer has or may have against eMap with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, eMap does not permit copyright-infringing activities, nor allow objectionable content on the eMap Platform.
    7. Usage Data eMap shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the eMap Platform, and related systems and technologies in a de-identified, anonymous and aggregated form (“Usage Data”) and eMap will be free (during and after the Term) to use such Usage Data solely to maintain, improve, market and enhance the eMap Platform and for other development, diagnostic, and corrective purposes in connection with the eMap Platform and other eMap offerings. Please see eMap’s Privacy Notice for additional details.
  4. Payment Terms and Order Processing.
    1. Fees. Advertising on the eMap Platform, or certain features of the eMap Platform, may require Customer to pay fees, including one-time fees or fees on a subscription basis, and may provide Customer the option to activate recurring automatic payments for recurring fees. If Customer activates or updates recurring payments through the eMap Platform, Customer authorizes eMap or its third-party service providers to periodically charge, on a going-forward basis and until cancellation, all accrued sums on or before the payment due date for the accrued sums. Recurring subscriptions automatically renew unless they are cancelled via a method described in the eMap Platform at least 72 hours before the end of the current subscription period. All fees are nonrefundable.
    2. Taxes, Fees, Late Payments. All fees are quoted exclusive of taxes and fees. Customer is responsible for all taxes and fees that apply to the eMap Platform, excluding taxes on eMap’s income. Customer is responsible for any reasonable costs eMap incurs to collect any unpaid or past due amounts, including reasonable attorneys’ fees and other associated costs. Delinquent payments will bear interest at the rate of 1.5% per month or the highest rate permitted under applicable law, whichever is more, from the payment due date until paid in full. If Customer requests Customer’s credit card issuer to reverse a payment, eMap is charged a fee (chargeback fee) that may be a significant multiple of the amount eMap initially received. Accordingly, in such circumstances, eMap may seek to recover those fees from Customer and may terminate Customer’s account (including deleting User Content) or suspend Customer’s ability to add additional User Content to Customer’s account in eMap’s sole discretion. If Customer’s credit card expires or payment information is otherwise invalid, or Customer makes changes to Customer’s billing details too close in time to when fees are due (so eMap cannot reasonably act on Customer’s changes prior to billing), eMap will bill the current charges to the card it had on record, Customer’s continued use of the eMap Platform constitutes Customer’s authorization for eMap to do so, and Customer remains responsible for any uncollected amounts and any charges incurred by Customer or eMap as a result of billing to an invalid card. All charges will be due and payable in the currency specified by eMap when Customer enters the transaction.
    3. Changes. eMap may change the fees for the eMap Platform at any time. If eMap changes any fees, including by adding additional fees or charges, eMap will provide advance notice of those changes. If Customer does not accept the changes, eMap may discontinue providing the eMap Platform to Customer. If Customer changes a subscription plan or recurring payment, Customer’s account will be downgraded or modified to reflect that change immediately which may result in the loss of access to Customer’s previous account and loss of any User Content Customer may have uploaded to its previous account. No pro rata refunds are provided if an account is downgraded in the middle of a billing period.
    4. Free Trial. eMap may offer a free trial period during which Customer can use the eMap Platform for a limited period of time. Customer can manage or cancel the trial subscription through any methods described by eMap.
    5. Payment Processing. Payment processing services for eMap are provided by a third-party payment processor, Stripe Inc. (“Stripe”). Stripe uses Customer’s credit card to make payments for the eMap Platform. The processing of credit card charges or credits, as applicable, relating to Customer’s use of the eMap Platform will be subject to the StripeConnected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). Customer hereby agrees to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time as set forth therein. As a condition of eMap enabling payment processing services through Stripe, Customer agrees to provide eMap accurate and complete information about Customer, and Customer authorizes eMap to share it and transaction information related to Customer’s use of the payment processing services provided by Stripe.
  5. Term and Termination.
    1. Term The term of this Agreement will commence on the date on which Customer first accesses or uses the eMap Platform in any way and will continue so long as Customer continues to access or use the eMap Platform, unless earlier terminated by eMap.
    2. Termination and Other Remedies. eMap may take whatever lawful actions it may deem appropriate in response to actual or suspected violations of this Agreement including termination of this Agreement, the suspension or termination of Customer’s access or account, or blocking Customer from access to the eMap Platform.
    3. Effect of Termination. The following Sections of this Agreement will survive termination or expiration of this Agreement: 1.D, 2, 3, 4, 5.C, 6 – 29. Payments by Customer, which accrue or are due before termination or expiration of this Agreement, will continue to be payable by Customer, and amounts owed to eMap at the time of such termination or expiration, will continue to be owed by Customer after such expiration or termination.
  6. Ownership.
    1. Proprietary Information The eMap Platform, including any content, modifications, enhancements, and updates, and all intellectual property rights therein (collectively, “Proprietary Information”), is owned by eMap and its licensors, as applicable. The Proprietary Information is licensed, rather than sold, to Customer pursuant to this Agreement. Customer have no rights in the Proprietary Information, other than the rights and licenses specifically granted to Customer pursuant to this Agreement. Mapmakers and content creators may be called the “owner” of their map, but actual ownership remains the property of eMap.
  7. Digital Millennium Copyright Act.
    1. DMCA Notification.

      We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If Customer has an intellectual property rights-related complaint about material posted on the eMap Platform, Customer may contact eMap at the following address:

      CS Platinum, LLC.

      PO Box 632486, Nacogdoches, TX 75963, USA

      Email: c_ustomerservice@eMap.live

      Any notice alleging that materials hosted by or distributed through the eMap Platform infringe intellectual property rights must include the following information:
      1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
      2. a description of the copyright-protected work or other intellectual property right that Customer claims has been infringed;
      3. a description of the material that Customer claims is infringing and where it is located on the eMap Platform;
      4. Customer’s address, telephone number, and email address;
      5. a statement by Customer that Customer has a good faith belief that the use of those materials on the eMap Platform is not authorized by the copyright owner, its agent, or the law; and
      6. a statement by Customer that the above information in Customer’s notice is accurate and that, under penalty of perjury, Customer is the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
    2. Repeat Infringers. eMap will promptly terminate without notice the accounts of users that are determined by eMap to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had User Content removed from the eMap Platform at least twice.
  8. Third-Party Materials,Third Party Fees, and Linked Websites.
    1. Access to Third Party Materials. The eMap Platform may provide Customer with access to third party websites, data, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services (e.g., maps, geolocation data) (collectively, “Third Party Materials”).
    2. No Control Over Third Party Materials. eMap does not have or maintain any control over Third Party Services, and is not and cannot be responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third Party Materials, eMap does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third Party Materials.
    3. Terms of Third Party Materials. Third Party Materials may be subject to separate license terms, may have their own terms of use and privacy policy, and may have different practices and requirements. Customer is solely responsible for reviewing any applicable license terms, terms of use, privacy policy, or other terms governing Customer’s use of these Third Party Materials, which Customer uses at Customer’s own risk. Customer may have broader rights under the applicable third party terms and nothing in this Agreement is intended to impose further restrictions on Customer’s use of the Third Party Materials.
    4. Disclaimer of Liability for Third Party Materials. Customer is solely responsible for taking the precautions necessary to protect Customer from fraud when using Third Party Materials, and to protect Customer’s computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third Party Materials. eMap disclaims any and all responsibility or liability for any harm resulting from Customer’s use of Third Party Materials, and Customer hereby irrevocably waives any claim against eMap with respect to the content or operation of any Third Party Materials.
    5. Third Party Fees. Customer’s use of the eMap Platform may incur third party fees, such as fees charged by Customer’s carrier for data usage or fees charged by a third-party storage, or data provider, or other service provider, and may be subject to third party terms, such as Customer’s carrier’s terms of service, and Customer agrees to pay all of those fees and abide by all of those terms. Customer is solely responsible for all of those fees incurred by Customer for use of the eMap Platform
  9. Disclaimer of Warranty. TO THE FULLEST EXTENT PERMITTED BY LAW, THE EMAP PLATFORM IS PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH CUSTOMER. CUSTOMER ACKNOWLEDGES THAT, BECAUSE OF THE NATURE OF THE INTERNET, THE EMAP PLATFORM MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION, DATA, AUDIO, AND VIDEO TRANSMITTED OVER THE INTERNET MAY BE SUBJECT TO INTERRUPTION OR THIRD-PARTY INTERCEPTION AND MODIFICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, EMAP DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF eMap, ITS AFFILIATES OR SERVICE PROVIDERS, EMAP’S CONTENT PROVIDERS, AND/OR THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS, AND/OR CONTRACTORS (COLLECTIVELY, THE “EMAP PARTIES”) WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE EMAP PLATFORM. EMAP CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES, OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, THE INTERNET, OR FOR CUSTOMER’S MISUSE OF ANY CONTENT AND INFORMATION ACCESSED THROUGH THE EMAP PLATFORM. CUSTOMER’S USE OF THE EMAP PLATFORM AND YOUR RELIANCE UPON EMAP DATA OR ANY OF THE RESPECTIVE CONTENT IS AT YOUR SOLE RISK.
  10. Limitation of Liability.
    1. LIMITATION. TO THE FULLEST EXTENT PERMITTED BY LAW: (1) CUSTOMER IS SOLELY RESPONSIBLE FOR: (A) CUSTOMER’S AND EACH AUTHORIZED USER’S USE OF THE EMAP PLATFORM; AND (B) ANY DAMAGES INCURRED BY CUSTOMER, AN AUTHORIZED USER, OR ANY THIRD PARTY THAT ARISE FROM OR ARE RELATED TO THE EMAP PLATFORM; (2) THE AGGREGATE LIABILITY OF THE EMAP PARTIES FOR ANY DAMAGES, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, WILL BE LIMITED TO ACTUAL DAMAGES PROVED, AND NOT TO EXCEED THE GREATER OF THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION) OR $100; AND (3) NONE OF THE EMAP PARTIES WILL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH EMAP PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. INDEPENDENT INVESTIGATION. CUSTOMER REPRESENTS THAT CUSTOMER HAS INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE EMAP PLATFORM AND THE POSSIBLE RISKS INVOLVED IN USING THE EMAP PLATFORM. CUSTOMER AGREES TO MAINTAIN ITS OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.
    3. INDEPENDENT INVESTIGATION. CUSTOMER REPRESENTS THAT CUSTOMER HAS INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE EMAP PLATFORM AND THE POSSIBLE RISKS INVOLVED IN USING THE EMAP PLATFORM. CUSTOMER AGREES TO MAINTAIN ITS OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.
  11. Third Party Disputes. EMAP IS NOT AFFILIATED WITH ANY CARRIER, SERVICE PROVIDER, OR THIRD PARTY SERVICE, AND ANY DISPUTE CUSTOMER HAS WITH ANY CARRIER, SERVICE PROVIDER, THIRD PARTY SERVICE OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE EMAP PLATFORM, IS DIRECTLY BETWEEN CUSTOMER AND THAT THIRD PARTY, AND CUSTOMER IRREVOCABLY RELEASES THE EMAP PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THOSE DISPUTES.
  12. Indemnification.
    1. Indemnity. To the fullest extent permitted by law, Customer will defend, indemnify, and hold the eMap Parties harmless against any loss or damage of any kind (including attorneys’ fees and lost revenues) arising from: (1) any breaches by Customer or its Authorized Users of this Agreement or any representation, warranty, or covenant contained in this Agreement; (2) any use of the eMap Platform not specifically authorized in this Agreement or on the eMap Platform; and (3) any claims and actions against any eMap Party by other parties to whom Customer allow access to the eMap Platform.
    2. Procedure. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, and in such case, Customer agrees to cooperate with our defense of such claim. Customer will not, in any event, settle any such claim or matter without our written consent.
  13. Force Majeure. Any computer system, service, or electronic device, whether it is Customer’s, an internet service provider’s, a mobile network operator’s, or ours, can experience unanticipated outages, slowdowns, or capacity limitations. As a result of high internet traffic volume, transmission problems, systems capacity limitations, and other problems, Customer may experience difficulty accessing the eMap Platform or communicating with us through the internet or other electronic and wireless services. The eMap Platform may be unavailable during system maintenance, for security precautions, or when interrupted by circumstances beyond our control. eMap will not be liable for any delay or failure to perform any obligation in this Agreement if the delay or failure is due to any of the foregoing or for any other unforeseen events that are beyond eMap’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic/pandemic, or governmental action.
  14. Dispute Resolution. Any claim, dispute, or controversy between the parties arising out of or relating to this Agreement which cannot be satisfactorily settled by the parties will be finally and exclusively settled by binding arbitration (“Arbitration”) upon the written request of either party. The Arbitration will be administered under the American Arbitration Association’s Commercial Dispute Resolution Procedures in force when the notice of arbitration is submitted (the “Rules”). The Arbitration will be conducted by one arbitrator selected in accordance with the Rules. The seat of the Arbitration will be in the state of Texas. The Arbitration will be conducted in English. The Arbitration award will be final and binding upon the parties, and judgment upon such award may be entered in any court having jurisdiction. The Arbitration proceedings and any award will be each party’s Confidential Information. The arbitrator’s award may include compensatory damages against either party but the arbitrator will not be authorized to and will not award punitive damages against either party. Nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (A) seek injunctive relief in a court of law; or (B) to file suit in a court of law to address an intellectual property infringement claim.
  15. Cooperation with Authorities. eMap may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Notice, eMap may disclose any information as eMap deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in eMap’s sole discretion.
  16. Protected Activity Not Prohibited. Nothing in this Agreement will in any way limit or prohibit Customer from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in, any investigation or proceeding (“Protected Activity”) that may be conducted by any federal, state, or local government agency or commission (“Government Agencies”). In connection with such Protected Activity, Customer is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, eMap. In making any such disclosures or communications, Customer agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute eMap confidential information to any parties other than the Government Agencies.
  17. Governing Law. This Agreement is governed by Texas law without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Subject to Section 14, all claims arising under this Agreement will be litigated exclusively in the federal or state courts in the state of Texas. The parties submit to the jurisdiction in those courts. In any proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. We operate the eMap Platform from our offices in the United States, and we make no representation that the eMap Platform is appropriate or available for use in other locations.
  18. Feedback. If Customer provides any feedback to eMap concerning the functionality and performance of the eMap Platform (including identifying potential errors and improvements), Customer hereby assigns to eMap all right, title, and interest in and to such feedback, and eMap is free to use such feedback without payment or restriction.
  19. Entire Agreement. Variation. This Agreement and the Privacy Notice set forth the entire agreement between eMap and Customer with respect to the eMap Platform. This Agreement supersedes and governs all previous oral and written communications regarding these matters, including any prior trial agreement or non-disclosure agreement entered into between the parties, all of which are terminated and superseded by this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter this Agreement.
  20. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, such provisions will be modified, or if not possible, severed, to reflect the fullest valid, legal, and enforceable expression of the intent of the parties, and the remainder of this Agreement will not be affected thereby.
  21. Relationship of Parties. Nothing in this Agreement will be deemed to create an employer-employee relationship between eMap and Customer, nor any agency, joint venture, or partnership relationship between the parties. Neither party will have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.
  22. Waiver. No delay, omission, or failure to exercise any right or remedy provided under this Agreement will be deemed to be a waiver thereof or an acquiescence to the event giving rise to such right or remedy, or a waiver of or acquiescence to any other right, remedy, or event.
  23. Assignment. Neither this Agreement nor any of the rights granted to Customer herein may be assigned or transferred by Customer, whether voluntarily or by operation of law, without the express prior written permission of eMap and any attempt to do so will be null and void. eMap may assign or transfer this Agreement at any time without Customer’s permission.
  24. Third-Party Beneficiaries. There are no intended third-party beneficiaries of this Agreement, except as described in Section 28 (Notice Regarding Apple).
  25. Interpretation. If eMap provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in this Agreement is for convenience only, and in no way defines or explains any section or provision. Any use of the term “including” or variations thereof in this Agreement should be construed as if followed by the phrase “without limitation.”
  26. NOTICE FOR CALIFORNIA USERS. Under California Civil Code Section 1789.3, Authorized Users located in California are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
  27. Publicity. If Customer is an entity or organization, Customer agrees that eMap may list Customer as a customer of eMap and use Customer’s name and logo for marketing or promotional purposes and in other communication with existing or potential eMap customers, resellers, or investors. Customer may revoke this consent at any time by sending an email through eMap’s contact form at https://eMap.live/contact-us.
  28. Notice Regarding Apple. If Customer is using our mobile applications on an iOS device, the terms of this Section 28 apply. Customer acknowledges that this Agreement is between Customer and eMap only, not with Apple, and Apple is not responsible for the eMap Platform or its content. Apple has no obligation to furnish any maintenance or support services with respect to the eMap Platform. If the eMap Platform fails to conform to any applicable warranty, Customer may notify Apple and Apple will refund any applicable purchase price for the mobile application to Customer; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the eMap Platform. Apple is not responsible for addressing any claim by Customer or any third party relating to the eMap Platform or Customer’s possession or use of the eMap Platform, including: (a) product liability claims; (b) any claim that the eMap Platform fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, or discharge of any third party claim that the eMap Platform or Customer’s possession and use of the mobile application infringe that third party’s intellectual property rights. Customer agree to comply with any applicable third party terms when using the eMap Platform. Apple and Apple’s subsidiaries are third party beneficiaries of Section 28 of this Agreement, and upon Customer’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 28 of this Agreement against Customer. Customer hereby represent and warrant that: (i) Customer are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Customer are not listed on any U.S. Government list of prohibited or restricted parties.
  29. Contact Us. eMap’s address is PO Box 632486, Nacogdoches TX, USA. If Customer has any questions about this Agreement or otherwise, Customer may contact us by sending correspondence to that address or by contacting us through our contact form at https://eMap.live/contact-us/.