MapUp SDK License Agreement

Last updated and effective as of 3 February 2024.

This MapUp SDK License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) ("Developer") and MapUp Inc., a Delaware corporation ("MapUp"). This Agreement governs your use of the MapUp software development kit and related documentation (collectively, the "MapUp SDK"). By downloading, installing, accessing, or using the MapUp SDK, you agree to be bound by the terms of this Agreement. If you do not agree to this Agreement, do not download, install, access, or use the MapUp SDK.

1. Definitions

  • 1.1 "Application" means any software application, website, or product you develop using the MapUp SDK that interfaces with the MapUp Services.
  • 1.2 "MapUp Services" means MapUp's suite of software-defined toll solutions, including TollGuru, TollTally, TollMatch, TollPay, and any other services provided by MapUp.
  • 1.3 "MapUp SDK" means the MapUp software development kit, including any associated APIs, libraries, code samples, documentation, updates, and modifications provided by MapUp.
  • 1.4 "MapUp API" means the application program interface(s) made available by MapUp.
  • 1.5 "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights.

2. License Grant and Restrictions

  • 2.1 Subject to the terms of this Agreement, MapUp grants you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to use the MapUp SDK solely to design, develop, and test Applications.
  • 2.2 You may not use the MapUp SDK for any purpose not expressly permitted by this Agreement. Except as expressly set forth herein, MapUp does not grant you any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the MapUp SDK.
  • 2.3 You shall not:
    • Copy, modify, adapt, translate, create derivative works of, redistribute, republish, sublicense, sell, rent, lease, loan, or otherwise transfer or distribute the MapUp SDK or any part thereof.
    • Reverse engineer, decompile, disassemble, or attempt to derive the source code of the MapUp SDK, in whole or in part, except to the extent that such activities are expressly permitted by applicable law.
    • Remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the MapUp SDK.
    • Use the MapUp SDK in any manner that violates any applicable laws or regulations.
    • Use the MapUp SDK to develop applications for other platforms or to develop another SDK.
    • Disclose the results of any benchmarking or other performance tests of the MapUp SDK without MapUp's prior written consent.
    • Use the MapUp SDK in any manner that would cause it to become subject to an Open Source License. An "Open Source License" is any license requiring, as a condition of use, modification, or distribution, that the software be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.
    • Use the MapUp SDK to develop products, technologies, or services that compete with MapUp's offerings. This includes, but is not limited to, developing software-defined toll solutions or any other products or services that perform functions similar to MapUp Services.

3. Intellectual Property Rights

  • 3.1 The MapUp SDK is licensed, not sold. MapUp reserves all rights not expressly granted to you in this Agreement. The MapUp SDK is protected by copyright and other intellectual property laws and treaties.
  • 3.2 You acknowledge that MapUp owns all legal right, title, and interest in and to the MapUp SDK, including any Intellectual Property Rights that subsist in the MapUp SDK.
  • 3.3 You retain all rights, title, and interest in and to your Applications, subject to MapUp's ownership of the MapUp SDK and any MapUp Services accessed by your Applications.

4. Developer Obligations

  • 4.1 You agree to use the MapUp SDK in compliance with all applicable laws, regulations, and third-party rights, including laws regarding the export of data or software to and from the United States or other relevant countries.
  • 4.2 You are solely responsible for your Applications and for supporting your Applications. MapUp will have no obligation to provide support to end users of your Applications.
  • 4.3 You agree that you will not engage in any activity with the MapUp SDK, including the development or distribution of an Application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of MapUp or any third party.
  • 4.4 You agree that you are solely responsible for (and that MapUp has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation.
  • 4.5 You may allow your employees and individuals who work primarily for you on a contractor basis (each a "Contractor") to access and use the MapUp SDK solely to perform work on your behalf, provided that:
    • You obtain a written agreement from the Contractor which contains terms and obligations with respect to access to or use of the MapUp SDK no less protective of MapUp than those set forth in this Agreement.
    • Such Contractor's access and use expressly excludes any sublicensing or distribution rights for the MapUp SDK.
    • You remain responsible for the compliance with the terms and conditions of this Agreement by your employees and Contractors.
    • Any act or omission that if committed by you would constitute a breach of this Agreement shall be deemed to constitute a breach of this Agreement if committed by your employees or Contractors.
  • 4.6 Developer agrees that if Developer uses the MapUp SDK to develop Applications, Developer will protect the privacy and legal rights of users. If users provide the Developer with usernames, passwords, or other login information or personal information, Developer must make the users aware that the information will be available to Developers application, and Developer must provide legally adequate privacy notice and protection for those users. If Developer's Application stores personal or sensitive information provided by users, it must do so securely. Developer acknowledges that communications and log files relating to requests for support services may contain personal, sensitive, or confidential information. Developer is solely responsible for taking the necessary steps to protect such data.

5. Confidentiality

  • 5.1 "Confidential Information" means the MapUp SDK (unless made publicly available by MapUp without confidentiality obligations), and any MapUp business, marketing, pricing, research and development, know-how, technical, scientific, financial status, proposed new products or other information disclosed by MapUp to Developer which, at the time of disclosure, is designated in writing as confidential or proprietary, or orally identified as confidential or proprietary, or is otherwise reasonably identifiable by parties exercising reasonable business judgment as confidential.
  • 5.2 Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.
  • 5.3 Each party will not use the other party's Confidential Information, except as permitted in this Agreement, and will not disclose such Confidential Information to any third party, except as provided herein. Each party will use all reasonable efforts to maintain the confidentiality of all of the other party's Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own Confidential Information of similar nature and importance.
  • 5.4 The foregoing obligations will not restrict either party from disclosing Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; (ii) to its legal or financial advisors; (iii) as required under applicable securities regulations; or (iv) subject to an appropriate non-disclosure agreement, to any potential party to a merger, acquisition, or similar transaction.

6. API Usage

  • 6.1 MapUp may set and enforce limits on your use of the APIs (e.g., limiting the number of API requests you may make or the number of users you may serve) at MapUp's sole discretion.
  • 6.2 MapUp may modify, update, or discontinue any API at any time without notice. You agree that MapUp shall not be liable to you or any third party for any modification, suspension, or discontinuance of any API.
  • 6.3 You agree to implement and maintain appropriate technical and organizational measures to protect API credentials against unauthorized disclosure or use.
  • 6.4 If you use any API to retrieve a user's data from MapUp, you acknowledge and agree that you shall retrieve data only with the user's explicit consent and only when, and for the limited purposes for which, the user has given you permission to do so.
  • 6.5 You agree not to make API calls exceeding a reasonable amount per day, as determined in MapUp's sole discretion, and in accordance with this Agreement.

7. Updates and Modifications

  • 7.1 MapUp may update or modify the MapUp SDK from time to time. You agree that MapUp may automatically update the version of the MapUp SDK that you are using. You agree to promptly update your Applications to use the most recent version of the MapUp SDK.
  • 7.2 MapUp reserves the right to discontinue offering the MapUp SDK at its convenience. MapUp will make commercially reasonable efforts to provide notice of any such discontinuation.

8. Term and Termination

  • 8.1 This Agreement will commence on the date you first use the MapUp SDK and will continue until terminated as set forth herein.
  • 8.2 You may terminate this Agreement by ceasing all use of the MapUp SDK and destroying all copies of the MapUp SDK in your possession or control.
  • 8.3 MapUp may terminate this Agreement at any time if:
    • You have breached any provision of this Agreement;
    • MapUp is required to do so by law;
    • The relationship with a third-party partner who provides software or other technology that MapUp uses to provide the MapUp SDK or MapUp Services expires, terminates or requires MapUp to change the way it provides the SDK or MapUp Services;
    • Providing the MapUp SDK to you is no longer commercially viable in MapUp's sole discretion;
    • MapUp decides to no longer provide the MapUp SDK or certain parts of the MapUp SDK to users in the country in which you are resident or from which you use the service.
  • 8.4 Upon termination of this Agreement for any reason, you must cease all use of the MapUp SDK and destroy all copies, full or partial, of the MapUp SDK.
  • 8.5 Sections 3 (Intellectual Property Rights), 5 (Confidentiality), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), and 14 (General Provisions) shall survive any termination of this Agreement.

9. Disclaimer of Warranties

  • 9.1 THE MAPUP SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. MAPUP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  • 9.2 MAPUP DOES NOT WARRANT THAT THE MAPUP SDK WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE MAPUP SDK WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS.

10. Limitation of Liability

  • 10.1 IN NO EVENT SHALL MAPUP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE MAPUP SDK.
  • 10.2 MAPUP'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU PAID MAPUP, IF ANY, IN THE PAST TWELVE MONTHS FOR ACCESS TO THE MAPUP SDK.

11. Indemnification

You agree to indemnify, defend, and hold harmless MapUp and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the MapUp SDK; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Application caused damage to a third party.

12. Feedback

  • 12.1 If you provide any feedback to MapUp concerning the functionality and performance of the MapUp SDK (including identifying potential errors and improvements), you hereby assign to MapUp all right, title, and interest in and to the feedback, and MapUp is free to use the feedback without any attribution or compensation to you.
  • 12.2 Developer has no obligation to provide Feedback to MapUp. However, if Developer or its Contractors provide Feedback to MapUp, Developer hereby agrees that such Feedback shall belong exclusively to MapUp, and MapUp shall be free, without any obligation whatsoever to Developer, including without limitation the payment of any royalty or other amount or attribution, to develop, cite, adopt, take action to protect related intellectual property rights in, commercialize, and market any products, services, hardware, software or other technology or interoperability that incorporates any such Feedback.
  • 12.3 MapUp has no obligation to respond to Feedback or to incorporate Feedback into the MapUp SDK.
  • 12.4 "Feedback" means any and all of Developer's employees' or Contractors' suggestions, feature requests, comments, ideas, improvements or other feedback relating to the MapUp SDK and other MapUp products or services or technologies, including possible enhancements or modifications thereto.

13. Export Compliance

  • 13.1 The MapUp SDK is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the MapUp SDK. These laws include restrictions on destinations, end users, and end use.
  • 13.2 You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.
  • 13.3 You represent and warrant that you are not located in any country or region subject to U.S. Government embargo (including Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine), and that you are not listed on any U.S. Government list of prohibited or restricted parties.
  • 13.4 You shall not, directly or indirectly, export, re-export, or transfer the MapUp SDK to any country or region subject to U.S. export restrictions, or to any entity or individual subject to U.S. export prohibitions, without first obtaining all required authorizations from the U.S. Government.
  • 13.5 Your failure to comply with the export laws and regulations of the United States or any other country shall constitute a material breach of this Agreement.

14. General Provisions

  • 14.1 Entire Agreement. This Agreement constitutes the entire agreement between you and MapUp regarding the MapUp SDK and supersedes all prior agreements and understandings, whether written or oral.
  • 14.2 Severability. If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
  • 14.3 Waiver. The failure of MapUp to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.
  • 14.4 Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without MapUp's prior written consent. Any attempt by you to assign or transfer this Agreement without such consent will be null and void. MapUp may freely assign or transfer this Agreement without restriction.
  • 14.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.
  • 14.6 Jurisdiction. You agree to submit to the personal and exclusive jurisdiction of the courts located within Santa Clara County, California.
  • 14.7 Relationship of Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other's behalf without the other party's prior written consent.
  • 14.8 Third-Party Beneficiaries. MapUp's licensors and suppliers are intended third-party beneficiaries of this Agreement with the right to enforce the provisions that directly concern their products or services.

15. Technical Data Collection

  • 15.1 Developer agrees that MapUp may periodically collect, process and store Technical Data. "Technical Data" means technical data, usage statistics, and related information about the Application and Developer's device, system, peripherals, account, and use of the SDK, including but not limited to a unique identifier, associated IP address, application software, hardware identification, operating system, peripheral hardware, crash reports, and information on which tools and/or services in the MapUp SDK are being used and how they are being used.
  • 15.2 MapUp will use the Technical Data for internal statistical and analytical review in order to provide support, improve the MapUp SDK, and continually develop MapUp products and services. The data collected may be examined in the aggregate to improve the MapUp SDK and will be maintained in accordance with MapUp's Terms of Use.

By downloading, installing, accessing, or using the MapUp SDK, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.