Urban Mapping, Inc.

Mapfluence Terms of Use

1.     Introduction.  These Terms of Use govern your (a) use of any of the Urban Mapping, Inc. (“UMI ” – throughout this document UMI may be referred to as UMI, “us,” “we” or like term) Services via the UMI API or APIs, (b) access to any information from or on any of the “UMI Websites” (i.e. all web pages owned or controlled by UMI or any subsidiary or parent thereof and bearing any of the UMI Marks (such trademarks are listed in UMI’s Privacy Policy which is incorporated in these Terms of Use by this reference and therefore applicable to you)), (c) use of any of the services UMI makes available on or through the UMI Websites and APIs (the items listed under (a), (b) and (c), whether now existing or hereinafter arising, each an “Offering ” and collectively the “Services”). 

You must accept these Terms of Use prior to accessing or making use of any Offering.  You may accept these Terms of Use by clicking where indicated when prompted or, if no prompt is given by simply beginning to access or using any of the Services.  Your acceptance of these Terms of Use indicates that you have read and understand them.  These Terms of Use incorporate UMI’s Privacy Policy as explained above; they also incorporate all UMI noncommercial license(s) that you and UMI have entered into either concurrently with these Terms of Use or during the Term (collectively as they apply to you the “Noncommercial Licenses”) each of which is incorporated in these Terms of Use by this reference and therefore applies to you.  These Terms of Use will remain in full force and effect during your use of any Offering (this is the Term as defined below), and shall survive termination or expiration of any license you may be granted (including a Noncommercial License) for any Offering. 

These Terms of Use may be amended by UMI from time to time in its sole and absolute discretion.  Your continued use of any Offering after such amended Terms of Use is posted on the UMI Websites shall constitute your acceptance of such amended Terms of Use.  You will not receive notice of amendments to these Terms of Use and you acknowledge it is your responsibility to review this agreement regularly to remain apprised of its content.

2.     Grant of License/Right to Use Services.  Provided you accept and abide by these Terms of Use, UMI may grant you, in its sole discretion, a Noncommercial License to any of the Services.  The terms and conditions of each such Noncommercial License shall be incorporated into these Terms of Use.  In the event of a conflict between the terms and conditions of these Terms of Use and any Noncommercial License, the terms and conditions of the Noncommercial License shall control; in the event of a conflict between the terms and conditions of any 2 or more Noncommercial Licenses, the terms and conditions of the latter-signed of such conflicting Noncommercial Licenses shall control.  NOTWITHSTANDING ANYTHING IN THESE TERMS OF USE TO THE CONTRARY, NO LICENSE TO ANY OFFERING IS PROVIDED TO YOU OR ANY THIRD PARTY BY, THROUGH OR AS A RESULT OF YOUR ACCEPTANCE OF THESE TERMS OF USE ABSENT A NONCOMMERCIAL LICENSE TO A SPECIFIC OFFERING OR OFFERINGS IS PROVIDED TO YOU BY UMI.   You may not permit any unauthorized person to access the Services under any circumstances or for any purpose whatsoever.  Nor may you undertake or permit or allow any third-party to undertake to copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer any Offering for any reason whatsoever.  All rights not expressly granted you by these Terms of Use are reserved to UMI without exception.

3.     Accessing the Services.  You may create or acquire the rights to 1 or more software applications (each an “Application,” which may be in the form of a web site,) that provides access to or itself accesses an Offering via the API(s) that we make available for such Offering provided that you have satisfied the terms and conditions of these Terms of Use.  We reserve the right from time to time to change, republish, relocate, deprecate or otherwise alter any and all APIs we make available.  We will try to provide you notice of any such changes to our APIs, but you understand that it is solely your responsibility to ensure that all calls or requests made by your Applications to any of our APIs are properly formatted to our then-current APIs; we are under no obligation to provide you personal or specific notice of any changes to any of our APIs.

3.1.  you may not distribute, sell, lease, license or otherwise commercialize and/or monetize any of your Applications.  If you want to commercialize or monetize any of your Applications you may contact Urban Mapping directly and speak to an account executive to discuss a commercial license to the Services.

3.2.  you shall not, and you shall not permit or allow any third party to, remove, obscure or alter any of the UMI trademarks or any other trademarks and proprietary rights notices that the Services may return to your Applications.

3.3.  you agree that you alone are responsible for the content of your web sites and Applications including without limitation all data, images, text, video, audio and other content.  You further agree that you alone are responsible for all uses made of the authentication key(s) and other security credentials provided to you by us to enable you to use the Services.  And, you agree that you alone are responsible for the operation or failure to operate of your Applications.  This includes all criminal liability that might attach as a result of such content, use and operation.

3.4.  Provided that you are at all times during the Term in compliance with these Terms of Use, UMI will make available to you, for your use, copying, installation and operation in connection with the Services you are so using under an appropriate Noncommercial License therefor, documentation and other materials (collectively the “Documentation”) which may take the form, in our sole determination, of data files, printed matter, electronic files, etc.  We grant you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free and revocable license during the Term to use the Documentation solely in connection with and as required by your use of the Offering(s) to which such Documentation pertains and solely in accord with the terms and conditions of these Terms of Use.  You may not create any derivative works of any kind or description, regardless of how fixed or rendered, based on or using any of the Documentation.  You may not permit any unauthorized person to access the Documentation under any circumstances or for any purpose whatsoever.  Nor may you undertake or permit or allow any third-party to undertake to copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer any Documentation for any reason whatsoever.  Any right in the Documentation not expressly granted you in this paragraph is reserved to UMI.

3.5.  We may make other content or software available to you as part of the Services under alternative license agreements including open source licenses.  If and when we do, we will clearly identify such alternatively licensed material and explain the rights you may have regarding it.

4.     License to Marks.  Solely for purposes of these Terms of Use and provided you are party to at least 1 Noncommercial License, UMI hereby grants you a limited, non-exclusive, non-transferable, non-sub-licenseable, royalty-free and revocable license during the Term to display the trade names, trademarks, Offering marks, logos and domain names owned or controlled by UMI (each, a “UMI Mark ”) for the purpose of promoting or advertising that you use one or more of the Services, and solely in accordance with the terms and conditions of these Terms of Use.  Solely in connection with these Terms of Use, you hereby grant UMI a limited, non-exclusive, non-transferable, non-sublicenseable, royalty-free license during the Term to display your trade names, trademarks, Service marks, logos, domain names and the like for the purpose of promoting or advertising that you use one or more of the Services.  In using UMI Marks, you may not: (i) display a UMI Mark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by us; (ii) use UMI Marks to disparage us or our products or Services (including, without limitation, the Services); or (iii) display a UMI Mark on a site that violates any applicable law or regulation.  Each of our and your use of the other’s marks shall inure solely to the benefit of their respective owner.  Notwithstanding the foregoing, UMI may determine in its sole discretion whether the UMI Marks may be used in connection with one or more of your Applications.  You understand that we may, from time to time and in our sole discretion, redesign or otherwise amend any of the UMI Marks, and you further agree that you will only use such new and updated UMI Marks once you receive notice from us that such new and updated UMI Marks are available.  Such notice may be in the form of no more than an announcement on our web site’s home page.  Except as set forth in these Terms of Use, neither you nor we may use the other’s marks for any other purpose absent a specific license therefor.

5.     UMI Properties.  The Services, the UMI Marks, the UMI Websites, the Documentation, the UMI APIs, any of the specifications describing the operational and functional capabilities, use, limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of an Offering and its related APIs and technology, including all content and functionality of each, comprise the “UMI Properties.”

6.     No Exclusivity.  All the rights we grant you under these Terms of Use are non-exclusive.  UMI reserves the right , either in-house or through contractors, to develop, distribute, commercialize and monetize products and services that might compete with the Applications.

7.     Term and Termination.  The “Term” of these Terms of Use shall commence once you accept these Terms of Use and shall continue until terminated by you or us as follows:

7.1.  We may, at our option, either suspend or terminate any licenses granted you hereunder (including, without limitation, any Noncommercial License) or terminate these Terms of Use entirely, for any reason or no reason and in our sole and absolute discretion upon 30 days notice to you by sending such notice to the email address you provided us when you accepted these Terms of Use.  (Notice provided to you at this email address hereinafter “Notice.”)  you understand that it is solely your responsibility to provide us with an updated email address as appropriate.

7.2.  We may suspend or terminate any license granted you hereunder (including, without limitation, any Noncommercial License) or terminate these Terms of Use as between us in its entirety immediately:

7.2.1.     With Notice to you if we reasonably believe you violate any of the terms of these Terms of Use;

7.2.2.     Without Notice if we believe there is any fraudulent or criminal use of the Services under any license granted you hereby (including without limitation a Noncommercial License);

7.2.3.     With Notice if we determine in our sole discretion that continued provision of the Services to you is a violation of applicable law; and

7.2.4.     Without Notice if you declare bankruptcy, make a general assignment for the benefit of creditors, discontinue your business or fail to have an involuntary bankruptcy proceeding against you dismissed within 30 days of its filing.

7.3.  Effect of Suspension or Termination.

7.3.1.     Upon our suspension of your use of any Services, in whole or in part, for any reason all of your rights with respect to the Services shall be terminated during the period of the suspension as shall all rights you may have under all Noncommercial Licenses.

7.3.2.     Upon termination of these Terms of Use for any reason all of your rights under these Terms of Use and all Noncommercial Licenses shall immediately and completely terminate.

7.3.3.     All clauses of these Terms of Use which, by their nature or express language, are meant to survive the termination of the licenses granted hereby and these Terms of Use shall survive the suspension, cancellation and/or termination thereof.

8.     Offering Availability & Security.  In addition to our rights to terminate or suspend Services to you as described above, you acknowledge that: (i) your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) we shall also be entitled, without any liability to you, to suspend access to any portion or all of the Services at any time, on an Offering-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Offering; (b) in the event of a denial of service attack or other attack on the Offering or other event that we determine, in our sole discretion, may create a risk to the applicable Offering, to you or to any of our other licensees and customers if the Offering were not suspended; or (c) in the event that we determine that any Offering is prohibited by applicable law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, "Offering Suspensions").

Without limitation to Section 10, we shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Offering Suspension. To the extent we are able, we will endeavor to provide you Notice of any Offering Suspension and to post updates regarding resumption of Services following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so.

8.1.  We strive to keep information you provide to us secure, but cannot guarantee that we will be successful at doing so. We will have no liability to you for any unauthorized access or use, corruption, deletion, destruction or loss of any of your content.

9.     Intellectual Property Rights & Limitations.  Other than the limited use and access rights and licenses expressly set forth and granted in these Terms of Use, UMI reserves all right, title and interest (including all intellectual property and proprietary rights) in and to the UMI Properties and any other technology and software that we provide or use to provide the Services and the UMI Properties.  You do not, by virtue of these Terms of Use or otherwise, acquire any ownership interest or rights in the UMI Properties or such other technology and software, except for the limited use and access rights described in these Terms of Use.

9.1.  Other than the rights and interests expressly set forth in these Terms of Use and excluding any and all works derived from UMI Properties, you reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) content and data you may send to us or use as part of your use of any Services ("Licensee Content"); and (ii) your Applications.

9.2.  If you communicate to us suggestions for improvements to any of the UMI Properties ("Feedback"), we shall own all right, title, and interest in and to the same, even if you have designated the Feedback as confidential, and we shall be entitled to use the Feedback without restriction.  Furthermore, any other content or information you post or provide to us via comments, forums, emails and the like (“ Communications”) shall be considered our property.  You hereby irrevocably assign all right, title and interest in and to the Feedback and Communications and agree to provide us such assistance as we may require to document, perfect, and maintain our rights to the Feedback and Communications.

9.3.  During and after the Term, with respect to any of the Services that you elect to use, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), sub-licensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such Services.

9.4.  UMI is committed to protecting your intellectual property rights, too.  If you believe that your work has been copied in a way that constitutes infringement, or that your intellectual property rights have been violated in other way by us our through any of the Services, you should notify UMI of our infringement claim in accordance with the procedure set forth below.  UMI will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to UMI’s Copyright Agent at support@urbanmapping.com, and put “DMCA” in the Subject Line.  If you prefer, you may send us your notice by U.S. mail addressed to: Copyright Agent, Urban Mapping, Inc., 26 O’Farrell Street, Suite 310, San Francisco, CA 94108 USA.”  Or, you can fax it to us under a cover sheet with the word “DMCA” in the Subject Line of the cover sheet; our fax number is +866.385.8266. To be effective, the notification must be in writing and contain the following information:

9.4.1.     an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

9.4.2.     a description of the copyrighted work or other intellectual property that you claim has been infringed;

9.4.3.     a description of where the material that you claim is infringing is located on UMI’s electronic systems, with enough detail that we may find it;

9.4.4.     your mailing address, telephone number, and email address;

9.4.5.     a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and

9.4.6.     a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner‘s behalf.

10. Representations and Warranties, Limitations on Liability and Disclaimers

10.1.  You represent and warrant that you will not use the UMI Websites (including any forums, comments or like sections), the Services, UMI Properties, UMI Marks, your Application or the Licensee Content in a manner that violates these Terms of Use. To this effect, we ask that you take reasonable precautions to promote best practices.  Although we do not assume the duty or obligation to monitor any materials created, posted or uploaded by you or any third parties, UMI reserves the right, in its sole and absolute discretion, to monitor any and all materials posted or uploaded by you or any third parties at any time without prior notice to ensure that they conform to any usage guidelines or policies we then have in effect.

10.2.  You represent and warrant: (i) that you are solely responsible for the development, operation, and maintenance of your Application and for the Licensee Content, including without limitation, the accuracy, appropriateness and completeness of the Licensee Content and all product-related materials and descriptions; (ii) that you have the necessary rights and licenses, consents, permissions, waivers and releases to use and display your Application and the Licensee Content; (iii) that neither your Application nor the Licensee Content (a) violates, misappropriates or infringes any rights of us or any third party, (b) constitutes defamation, illegal pornography, invasion of privacy or publicity, or otherwise violates any rights of any third party, or (c) is designed for use in any illegal activity or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (iv) that neither your Application nor the Licensee Content contains any harmful components including without limitation viruses, Trojan horses and the like; and (v) to the extent to which you use any of the UMI Marks, that you will conduct your business in a professional manner and in a way that reflects favorably on the goodwill and reputation of UMI.  You also represent and warrant that you are responsible for any charges incurred by virtue of your use of the Application, no matter whether the Application acted in error.

10.3. You represent and warrant that you have read and understood these Terms of Use and you agree to abide by their terms, where applicable.  You further agree to abide by all applicable local, state, national, foreign and international laws and regulations and that you will be solely responsible for all acts or omissions that occur under your account or password, including the content of your transmissions through the Services.

10.4. You represent and warrant that: (i) the information you provide in connection with your registration for the Services is accurate and complete; (ii) you are duly authorized to do business in the jurisdiction where you operate; and (iii) you are an authorized representative of your entity duly authorized to access the Services and to legally bind you to these Terms of Use and all transactions conducted under your account.

10.5.  THE UMI PROPERTIES, THE UMI MARKS, THE OFFERINGS AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE UMI PROPERTIES, THE UMI MARKS OR THE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR LICENSORS DO NOT WARRANT THAT THE OFFERINGS OR UMI WEBSITES WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS.  WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE OR WEBSITE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

10.6. In addition to the foregoing, we specifically disclaim all liability, and you shall be solely responsible for the development, operation, and maintenance of your Application and for all materials that appear on or within your Application and the Licensee Content and you agree that you shall, without limitation, be solely responsible for:

10.6.1. the technical operation of your Application and all related equipment;

10.6.2. the accuracy and appropriateness of any materials posted on or within your Application or the Licensee Content (including, among other things, any product-related materials);

10.6.3. ensuring that any materials posted on your site or within your Application do not violate these Terms of Use, are not illegal and do not promote illegal activities, including without limitation any activities that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age;

10.6.4. ensuring that your Application accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers; and

10.6.5. any of your users' or customers' claims relating to your Application or the Licensee Content or any Services utilized in connection with your Application.

10.7.  NEITHER WE NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THESE TERMS OF USE, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE UMI PROPERTIES, THE UMI MARKS OR THE OFFERINGS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE LICENSEE CONTENT.  IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR THE OFFERINGS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

10.8.  Certain content, products, and services available via the UMI Websites (or links contained therein) may include materials, software, plug-ins, applications and other resources from third parties and access to third party websites (collectively “Third Party Materials ”).  You acknowledge and agree that we are not responsible for examining or evaluating the content or accuracy of any such Third Party Materials and that UMI does not warrant or endorse and does not assume (and will not have) any liability or responsibility for any Third Party Materials or any damage or loss resulting therefrom. The availability of Third Party Materials is provided solely as a convenience to you.  You agree that you must evaluate, and bear all risks associated with, the use of any Third Party Materials, including any reliance on the accuracy, completeness, or usefulness thereof.

11. Indemnification. 

11.1. You agree to indemnify, defend and hold us, our shareholders, directors, officers, employees, contractors, subsidiaries and licensors harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys fees), arising out of or in connection with any claim arising out of (i) your use of the UMI Properties in a manner not authorized by these Terms of Use or applicable law, (ii) your Application, the Licensee Content, or the combination of either with other applications, content or processes, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of your Application and/or the Licensee Content, (iii) your violation of any term or condition of these Terms of Use as the same may then be constituted, including without limitation, your representations and warranties herein, or (iv) you or your employees' or personnel's negligence or willful misconduct.

11.2. We agree to promptly notify you of any claim subject to indemnification; provided that our failure to promptly notify you shall not affect your obligations hereunder except to the extent that our failure to promptly notify you prejudices the ability to defend the claim. At our option, you will have the right to defend against any such claim with counsel of your choosing (subject to our written consent which will not be unreasonably withheld) and to settle such claim as you deem reasonably appropriate, provided that you shall not enter into any settlement without our prior written consent (which will not be unreasonably withheld) and provided that we may, at any time, elect to take over control of the defense and settlement of the claim.

12. Relief; Jurisdiction; Choice of Law

12.1. Notwithstanding anything in these Terms of Use to the contrary, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any third party's intellectual property rights and/or proprietary rights. Any dispute that may arise between us under these Terms of Use shall be decided in any state or federal court in and for the City of San Francisco, California, and we and you both consent to exclusive jurisdiction and venue in those courts.  You further acknowledge that our intellectual and proprietary rights in the UMI Properties (including, without limitation, the UMI Marks and the Services (including, again without limitation, the underlying data and its organization as well as any code (source or object) that may be integral or part thereof) are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.  Accordingly, you agree that we may seek injunctive relief for any infringement of such rights without the need to prove damages or post a bond.

12.2. By using the Services, you agree that the laws of the State of California, without regard to principles of conflicts of laws, governs these Terms of Use and any dispute of any sort that might arise between you and UMI.

13. Miscellaneous Provisions

13.1. Notice.  Except as otherwise expressly permitted by these Terms of Use:

13.1.1. all notices from us to you hereunder shall be sent to the email address you provided when you accepted these Terms of Use or any update to that information you provide us thereafter.  You acknowledge that it is your responsibility to keep your email address current and you will be deemed to have received any email sent to such email address upon our sending of the email, whether or not you actually receive it.

13.1.2. all notices made by you to us under these Terms of Use and all questions regarding these Terms of Use or the Services, may be directed to UMI by U.S. mail at: Urban Mapping, Inc., Legal Department, 26 O’Farrell Street, Suite 310, San Francisco, CA USA.  Or, you may send your notice via email by addressing it to support@urbanmapping.com

13.2. Responsibility. If you authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of these Terms of Use, you shall be deemed to have taken the action yourself.

13.3. Severability. If any portion of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from these Terms of Use, and the rest shall remain in full force and effect.

13.4. Waivers. The failure by us to enforce any provision of these Terms of Use shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

13.5. Successors and Assigns. This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

13.6. Entire Agreement. This Agreement incorporates by reference all policies and guidelines posted on the UMI Website and as may be modified thereafter (including the Privacy Policy) and constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.

13.7. Section Headings.  Section, subsection, paragraph and subparagraph headings and titles are inserted solely for the convenience of the reviewer and not themselves part of these Terms of Use.  Accordingly, they shall not be used to interpret, or adjudicate any dispute that may arise under, these Terms of Use.

13.8. No Endorsement.  You understand and acknowledge that UMI is not and will not certify or endorse, and has no obligation to certify or endorse, any of your Applications or Licensee Content.

Updated August 5, 2011