MapCentrix Software as a Service Agreement

 

IMPORTANT. READ THIS MAPCENTRIX SOFTWARE AS A SERVICE AGREEMENT (THIS "AGREEMENT") CAREFULLY BEFORE CONTINUING REGISTRATION.

 

By checking the "I Accept" option to subscribe to MapCentrix, LLC's software-as-a-service, you (the "Client") are acknowledging that you have read and agree to the terms of service. You are consenting to be bound by and become a party to this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have authority to bind such entity to this Agreement. If you do not have such authority, or if you do not agree to all the terms and conditions in this Agreement, you must select the "I Decline" button and may not use this service.


1.Definitions.

    1.1 Application means the software and other material, used by MapCentrix to access, configure, and provide Services.


    1.2 Client Data means any data that Client sends to the Service and any data that Client receives from the Service in fulfillment of a request.


    1.3 Intellectual Property Rights means all Intellectual Property Rights, including patents, trademarks, trade name, service mark, copyright, trade secret, know-how, process, technology, development tool, ideas, concepts, design right, domain names, moral right, database, methodology, algorithm and invention, and any other proprietary information (whether registered, unregistered, pending, or applied for).


    1.4 Service(s) means software-as-a-service provided by MapCentrix, including but not limited to software for tree service companies to MANAGE THEIR BUSINESS.


    1.5 Users means those individuals authorized byyou or on your behalf to use the services, as defined herein.


    1.6 You, your, or Client refers to the individual or entity that has ordered software-as-a-service from MapCentrix, LLC.


2.Service.

    2.1 MapCentrix Obligations. MapCentrix agrees, subject to and during the terms of this Agreement: (a) to provide the Service to Client in accordance with this Agreement; (b) to grant or procure a right for Client to access and use the Application as a part of the Service only; (c) to provide ongoing maintenance, upgrades, and enhancements to the Service;(d) to use all commercially reasonable efforts to prevent unauthorized access to, or use of, the Service; and (e) to notify Client promptly of any such unauthorized use which may affect Client.


    2.2 Client Obligations.Client agrees, subject to and during the terms of this Agreement: (a) not to reverse engineer the Application; (b) not to modify, copy, duplicate, reproduce the Software, or allow copies of the Software to be made by others. Client may make copies of the Software for backup purposes only; (c) to use an appropriate integration method for the volume and/or nature of queries to the Service; (d) that it is solely responsible for all of its activities and for the accuracy, integrity, legality, reliability, and appropriateness of all Client Data; (e) to use all commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and to notify MapCentrix of any such unauthorized use; (f) to comply with all applicable laws in using the Service, wherever such use occurs, and not use, or require MapCentrix to use, any Client Data obtained via the Service for any unlawful purpose; and (g) to accurately represent Client's use of the Serve and data obtained from the Service.


3.Access to the Service, Fees, Term, and Payment.

    3.1 Client Accounts.Client must create an account and provide MapCentrix with valid contact information prior to receiving access to the Service. Client will be able to create up to three (3) separate logins for one account. If Client desires additional logins, they will be charged an extra fee.


    3.2 Term. The Service is offered on a month-to-month basis.


    3.3 Fees. The monthly fee for the Service is $75.00.A Client will have a "Current Account" if they pay the monthly fee for that month. This account includes access for one Administrator. Additional access are charged according to the rates on the MapCentrix sign up page.


    3.4 Payment. The Service must be paid for via credit card. Client must maintain valid credit card information in the Client file.Client's credit card will be automatically charged monthly on the anniversary of their sign up date for the following month. Client shall be responsible for keeping a current credit card on file. If the Client's card is declined for any reason, MapCentrix will contact the Client. The Client will have ten (10) days from the time it is notified of the declined payment to bring its monthly payment current. If the Client does not bring its monthly payment current, the Client Account shall be cancelled. A separate set-up fee of fifty dollars ($50.00) is required to reestablish a cancelled account.


    3.5 Client Information. Any Client with a Current Account can access and download their own Customer proprietary information in a comma separated values ("csv") format. This information includes but is not limited to Customers, contacts, work orders, and proposals. Client may download any images or documents that they own; such downloads will be in their original format.


4.End of Agreement.

    4.1 Cancellation of Service. If you wish to cancel your Client Account and terminate this Agreement, you must do so prior to the first day of your monthly anniversary. MapCentrix will not pay any refunds for partial months.


    4.2 Breach. MapCentrix reserves the right to terminate this cancel the Client Account and terminate this Agreement for any breaches of this Agreement, within ten (10) days of notice to Client.


    4.3 Termination of Account. MapCentrix may suspend your password, account, and access to or use of the services (a) if you fail to pay as provided for in this Agreement and do not cure as provided in this Agreement; (b) if you violate any provisions of this Agreement.


    4.4 Account Access Post Termination. At your request and for a period of up to sixty (60) days after the termination of the Service, MapCentrix may permit you to access the services solely to the extent necessary for you to retrieve a file of your data then in the services environment. You agree and acknowledge that MapCentrix has no obligation to retain your data and that your data may be irretrievably deleted after sixty (60) days following the termination of this Agreement.


5.Availability, Maintenance, and Technical Support

    5.1 Availability and Maintenance.Disruptions in service can happen. MapCentrix will use commercially reasonable efforts to make sure the Service is back online as soon as possible; however, disruptions in Service can occur. MapCentrix is not liable for any damage caused by an interruption in the Service. Downtime for maintenance, upgrades, enhancements, or any other reason, may be scheduled at any time.


    5.2 Hosting of Service. MapCentrix software is hosted in third-party facilities. Currently, MapCentrix is using Amazon Cloud Services but this may change without noticefrom time to time.


    5.3 Technical Support.MapCentrix will offer technical and Client support on a first-come, first-served basis during regular business hours, Mountain Standard Time.



6.Confidential and Proprietary Information.
For purposes of this Section, a Party receiving Confidential and Proprietary Information (as defined in this Section) shall be the "Recipient" and the Party disclosing such information shall be the "Discloser."

 

    6.1 Acknowledgements.

 

                                     6.1(a)     By Client.Client acknowledges that the Service (including any documentation, source code, translations, compilations, partial copies, derivative works used in connection with the Services) is provided using confidential and proprietary information belonging exclusively to MapCentrix.

 

                                    6.1(b)     By MapCentrix. MapCentrix acknowledges that Client Data contains confidential and proprietary information that belongs exclusively to Client or relating to Client's affairs (in each case "Confidential & Proprietary Information").

 

    6.2 Not Confidential & Proprietary Information. Confidential and proprietary information does not include (a) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Confidential & Proprietary Information; (b) information in the public domain through no wrongful act of Recipient; (c) information received by Recipient from a third party who was free to disclose it.

 

    6.3 Covenant. Recipient agrees that during the Term of this Agreement and at all times after its termination, the Recipient shall not use, commercialize, or disclose such Confidential & Proprietary Information of the Discloser to any person or entity, except as provided in Section 6.4.

 

    6.4 MapCentrix Right to Disclose. MapCentrix agrees to maintain all of Client"s information private and not release any Client information to third parties, except that MapCentrix may provide some Client data in an anonymous form to certain parties (for example¸ MapCentrix may notify a county extension agent or university research laboratory if there is an outbreak of a certain pest or disease in a geographic area); and shall not to sell or distribute Client names, email addresses, or other information to third parties without Client"s permission.


7.Warranty.
This Service is subject to a limited warranty. Except as provided in Section4. If the services provided to you for any given month during the Term were not performed as warranted, you must provide written notice to MapCentrix addressed to MapCentrix, Inc., 5717 Arapahoe, Boulder, Colorado 80303. Such notice must be postmarked no later than five (5) business days after the last day of that particular month.


MapCentrix does not guarantee that the service will be performed error free or uninterrupted, or that MapCentrix will correct all services errors. You acknowledge that MapCentrix does not control the transfer of data over communications facilities¸ including the internet, and that the service may be subject to limitations, delays, or other problems inherent in the use of such communications facilities. MapCentrix is not responsible for any delays, delivery failures, or other damages resulting from such problems.

 

For any breach of the above warranties, MapCentrix will remit a services fee credit to you calculated at ten percent (10%) of the monthly fees for your Service for the month in which the breach occurred. The credit will be provided only towards any outstanding balances for services owed to MapCentrix, and the remittance of such credit will represent your exclusive remedy, and MapCentrix"s sole liability, for all such breaches of any warranty specified in this Agreement.

 

To the extent not prohibited by law, these warranties are exclusive and there are no other express or implied warranties or conditions including for hardware, systems, networks, or environments, or for merchantability, satisfactory quality, and fitness for a particular purpose.


8.Mutual Indemnity.

    8.1 By MapCentrix. MapCentrix shall defend, indemnify, and hold Client harmless from any claim including attorney fees) that MapCentrix violated Section 6 ("Confidential and Proprietary Information") or that the Service in the form provided violates or infringes nay Intellectual Property Rights, provided that MapCentrix is given prompt notice of the claim and sole control over the defense any settlement thereof (except that MapCentrix shall not enter into a settlement prejudicial to Client without Client"s consent).


    8.2 By Client.Client shall defend, indemnify, and hold MapCentrix harmless from any claim (including attorney fees) that Client violated Section 6 or that Client Data or Client"s use of the Service harms any person, volatiles any law, or infringes any Intellectual Property Rights; provided that Client is given prompt notice of the claim and sole control over the defense any settlement thereof (except that Client shall not enter into a settlement prejudicial to MapCentrix without MapCentrix"s consent).


9.Limitation on Liability.
Except for indemnities express provided in this Agreement, neither Party is liable for direct damages exceeding one-half (1/2) of the fees paid by Client to MapCentrix relating to the twelve (12) month period immediately preceding the last event giving rise to the claim, nor for any indirect, incidental, or consequential damage (including lost profit or business interruptions even if notified in advance of such possibility), arising out of or pertaining to this Agreement. This limitation is independent of remedy limits.


10.Notices.
Notices sent to either Party shall be effective immediately when delivered in person or transmitted by fax machine, one (1) day after being sent by overnight courier, two (2) days after being sent by first class mail postage prepaid to physical address provided by the Client. MapCentrix"s address for notice purposes if 5717 Arapahoe, Boulder, Colorado 80303.


11.Modifications to Agreement.

    11.1 Posting of Revised Agreement. MapCentrix may modify this Agreement by posting a revised version on its website. The revised agreement is effective on the first day of the following month (unless it is posted on the first day of a given calendar month and then it shall be effective that day) unless MapCentrix express states otherwise. Continued use of the Service by the Client beyond the Grace Period defined below constitutes acceptance by the Client of the revised agreement. It is responsibility of the Client to regularly check the posted agreement for changes.


    11.2 Grace Period.Clients that do not accept the revised agreement may notify MapCentrix to terminate this Agreement pursuant to Section 3.6.


12.Entire Agreement.
This Agreement and the Exhibits hereto constitute the entire agreement between the parties and supersedes all prior agreements, representations, warranties, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both parties."

 

13.Severability.
If any provision of this Agreement will be found to be illegal or unenforceable, the remaining provisions will continue to be valid and enforceable, and such provision will be deemed severed.

 

14.Waiver of Contractual Right.
The failure of either party to enforce any provision of this Agreement will not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

 

15.Assignment.
Client shall not be permitted to assign or transfer this Agreement or any of the obligations to be performed hereunder without prior consent of MapCentrix. MapCentrix shall not assign or transfer this Agreement without giving prior written notice to Client.

 

16.Applicable Law and Forum Selection.
This Agreement will be governed by the laws of the State of Colorado without regard to its conflict of laws principles. The parties select Boulder, Colorado as the proper forum under which any dispute shall be submitted.


    16.1 Dispute Resolution. The parties agree that any dispute arising out of or related to this agreement may first be submitted to mediation. If the parties agree to mediation, the dispute shall be submitted to mediation through a mediation provider mutually agreed upon by the parties. Each party agrees to bear its own costs of mediation. If mediation fails or is undesirable, the parties shall submit contested matters to the Legal Resolution Center in Westminster, Colorado for selection and resolution by a neutral arbitrator pursuant to AAA Rules. Each party will bear its own costs during the arbitration process and the prevailing party shall be entitled to reimbursement of reasonable attorneys fees and costs. Nothing in this section shall prohibit either party from seeking emergency equitable relief pending mediation and arbitration.