MapUp Terms and Conditions

Last updated and effective as of February 3, 2024.

Read about the terms and conditions for MapUp. If you have a question please contact us and we will help you out as soon as we can.

1. Introduction

Welcome to MapUp! We are delighted to have you as a user of our services. MapUp Inc. ("MapUp", "we", "us", or "our") provides a suite of software-defined toll solutions, including TollGuru, TollTally, TollMatch, and TollPay (collectively, "Services"). These Terms and conditions ("Terms") govern your use of the Services and constitute a legally binding agreement between you and MapUp. By accessing or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you may not access or use the Services. If you are a developer using our SDK, your use of the SDK is governed by a separate SDK License Agreement.

2. Acceptance of Terms

By accessing, browsing, or using the Services, you confirm your acceptance of these Terms and agree to comply with all applicable laws and regulations. If you do not agree with these Terms, you must not use or access the Services. MapUp reserves the right to modify or replace these Terms at any time, and your continued use of the Services following the posting of any changes constitutes your acceptance of those changes. By using the Services, you agree that your electronic submissions constitute your agreement and intent to be bound by these Terms.

3. Service Description

MapUp offers a range of software-defined toll solutions designed to simplify toll management for users worldwide:

3.1 TollGuru: TollGuru is a global service that provides toll cost calculations for routes between specified origins and destinations. Users can determine the cheapest and fastest routes, estimate toll costs, and access state mileage reports.
3.2 TollTally: TollTally is a global service that offers GPS-based near-real-time toll tracking and billing. This service provides users with instant updates on trip toll costs, ensuring transparency and eliminating unexpected charges.
3.3 TollMatch: TollMatch is a service available exclusively in the United States that provides real-time toll bill reconciliation. This service automatically matches agency toll invoices with GPS-based tolls, significantly reducing the time and effort required for manual toll invoice validation.
3.4 TollPay: TollPay is a service available exclusively in the United States that offers a seamless, violation-free toll payment solution. This service ensures that users can pay their tolls accurately and on time, avoiding potential penalties.
3.5 Availability: The Services may not be available in all locations. Your ability to use the Services may be limited by the relevant tolling agencies or authorities. MapUp has no control over such limitations and no liability for any fees, charges, or payments required by the tolling agencies or authorities to use the Services in areas controlled by such entities.

4. Registration and Account Integrity

4.1 To access certain features of the Services, you may be required to create an account. When registering for an account, you must provide accurate, current, and complete information as prompted by the registration form. You are solely responsible for maintaining the confidentiality of your account information, including your username and password.
4.2 You agree to notify MapUp immediately of any unauthorized use of your account or any other breach of security. MapUp will not be liable for any loss or damage arising from your failure to comply with this provision.
4.3 You are responsible for all activities that occur under your account, and you agree to accept responsibility for any actions taken by individuals who use your account, whether authorized or unauthorized.
4.4 MapUp reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
4.5 You agree to provide and maintain accurate, current, and complete information about yourself when you open your MapUp Account. You are responsible for promptly updating this information if it changes.

5. Fees and Payment

5.1 Fees for the Services will be specified at the time of purchase. MapUp reserves the right to change its fees at any time, and any changes will be communicated to you in advance.
5.2 You agree to pay all applicable fees for the Services you purchase, whether directly through MapUp or through a reseller. If you purchase Services through a reseller, you may be subject to additional terms and conditions set forth by the reseller.
5.3 Payment for the Services must be made in the manner specified at the time of purchase. MapUp reserves the right to suspend or terminate your access to the Services if payment is not received on time.
5.4 Unless otherwise stated, all fees are non-refundable. MapUp may, at its sole discretion, offer refunds or credits on a case-by-case basis.
5.5 You are responsible for any taxes, duties, or other governmental fees that may apply to your purchase of the Services, except for those taxes based on MapUp's net income.
5.6 If using TollPay: Reconciliation and payment of toll fees with tolling agency

Toll fees incurred while using the Services will be confirmed with the tolling agency within a reconciliation period.
At the end of the reconciliation period, adjustments may be made to your account if discrepancies are found between your MapUp bill and the tolling agency's records.
It is your responsibility to review your account and confirm the accuracy or potential discrepancies regarding toll transactions and fees.

6. Use of the Services

6.1 You agree to use the Services only for lawful purposes and in compliance with these Terms and all applicable laws and regulations.
6.2 You agree not to misuse the Services. Misuse includes, but is not limited to:

Accessing or attempting to access the Services by any means other than through the interfaces provided by MapUp
Interfering with or disrupting the integrity or performance of the Services
Attempting to gain unauthorized access to any part of the Services or related systems and networks
Reproducing, duplicating, copying, selling, reselling, or exploiting any portion of the Services without the express written permission of MapUp
Using the Services to transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature
Violating any applicable local, state, national, or international law or regulation

6.3 MapUp reserves the right to investigate and take appropriate action against anyone who, in its sole discretion, violates this provision, including, without limitation, removing the offending content, terminating the offender's account, and reporting the violator to law enforcement authorities.

7. Privacy Policy

7.1 MapUp is committed to protecting your privacy. Our Privacy Policy, which is incorporated into these Terms by reference, explains how we collect, use, and protect your personal information when you use the Services.
7.2 By using the Services, you consent to the collection, use, and sharing of your personal information as described in our Privacy Policy.

8. Intellectual Property

8.1 The Services and all content and materials included on or associated with the Services, including, but not limited to, text, graphics, logos, images, and software, are the property of MapUp or its licensors and are protected by copyright, trademark, and other intellectual property laws.
8.2 You agree not to reproduce, modify, distribute, display, perform, publish, license, create derivative works from, transfer, or sell any content or materials obtained from the Services without the express written permission of MapUp.
8.3 MapUp grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for their intended purposes, subject to your compliance with these Terms.
8.4 You understand and acknowledge that unauthorized disclosure, use, or copying of the proprietary products and services provided pursuant to this Agreement may cause MapUp and its licensors irreparable damage, which may not be remedied at law, and you agree that MapUp and its licensors' remedies for breach of this Agreement may be in equity by way of injunctive or other equitable relief.
8.5 You agree not to reverse engineer, alter, modify, or tamper with the mechanical or electrical operation of the Software or the Services, copy or use data from the MapUp website or Services' database, engage in scraping or data mining, or use automated means to access MapUp's website or Services' database without express written permission.
8.6 The MapUp SDK is subject to a separate SDK License Agreement, which governs its use, reproduction, and distribution.

9. User Conduct

9.1 You agree to comply with the following Conduct Rules when using the Services:

Use the Services in an authorized manner and in compliance with applicable laws and regulations.
Do not use the Services in a way that violates any rules or requirements set forth in these Terms.
Do not use the Services in a manner that is harmful to MapUp or any other person or entity.
Do not use information gained from the Services to illegally or improperly violate another person's or entity's privacy or personal information rights.
Do not use MapUp's Marks for advertising or pecuniary gain without written consent.
Do not use the Services for commercial activities, advertising, or sales without written consent.
Do not transmit viruses, malware, or other harmful programs or agents through the Services.
Do not use automated means to access or monitor the Services.
Do not impersonate any person or entity or misrepresent your affiliation with MapUp.
Do not create a database using information found within the Services or Materials.

9.2 In connection with any non-compliance, violation, or breach of the Conduct Rules, MapUp may terminate your access to the Services and your MapUp Account without notice. Additionally, MapUp has the right to take legal action against you for damages in such instances.

10. Third-Party Services

10.1 The Services may include links to or integration with third-party websites, applications, or services ("Third-Party Services"). MapUp does not endorse or control these Third-Party Services, and your use of them is at your own risk.
10.2 MapUp is not responsible for the availability, accuracy, or content of any Third-Party Services. Your use of Third-Party Services is subject to the terms and conditions and privacy policies of those third parties.
10.3 MapUp disclaims any liability for any harm or damages arising out of or in connection with your use of any Third-Party Services.

11. Termination

11.1 MapUp may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms.
11.2 Upon termination, your right to use the Services will cease immediately, and MapUp may delete any content associated with your account.
11.3 Termination of your access to the Services does not relieve you of any obligations that have accrued prior to the termination date.

12. Representations and Warranties

12.1 Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
12.2 You represent and warrant that you have not falsely identified yourself or provided any false information to gain access to the Services.
12.3 If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such an entity to these Terms. If you do not have such authority, you must immediately stop using the Services.

13. Indemnification

13.1 You agree to defend, indemnify, and hold MapUp, its affiliates, officers, directors, employees, agents, licensors, and suppliers harmless from and against any claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

Your use of or access to the Services.
Your violation of these Terms.
Your violation of any rights of another.
Any disputes or losses sustained in relation to MapUp's performance under this Agreement.

13.2 These Terms shall not create or imply a duty on the part of MapUp to indemnify you under any circumstance.

14. Limitation of Liability

14.1 In no event shall MapUp, its directors, employees, partners, agents, suppliers, shareholders, or affiliates be liable for any indirect, special, incidental, punitive, or consequential damages, including, but not limited to, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

Your access to or use of or inability to access or use the Services.
Any conduct or content of any third party on the Services.
Any content obtained from the Services.
Unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), strict liability, or otherwise.

14.2 MapUp shall not be liable for any claims against you by third parties.
14.3 MapUp assumes no responsibility and shall not be liable for any damages to, or viruses that may infect, your computer equipment, mobile device, or other property on account of your access to, installation, use, or browsing of the Services, or your downloading of any materials.
14.4 MapUp assumes no responsibility and is not liable for any failure, delay, or inability to use any component of the Services.
14.5 Your sole and exclusive remedy for any breach by MapUp of any term or condition set forth in these Terms is to cease to use the Services and terminate your MapUp Account.

15. Disclaimer

15.1 Your use of the Services is at your sole risk. The Services are provided "as-is" and "with all faults", and, to the maximum extent permitted by applicable law, MapUp disclaims all representations, warranties, and conditions of any kind, express or implied, regarding the Services, or otherwise relating to this Agreement, including warranties and conditions of fitness for a particular purpose, merchantability, merchantable quality, non-infringement, accuracy, and non-interference.
15.2 Neither MapUp nor any of its affiliates, subsidiaries, licensors, subcontractors, distributors, service partners, agents, and marketing partners warrant that:

The Services will be secure, accurate, complete, uninterrupted, without error, or free of viruses, worms, other harmful components, or other program limitations.
The Services will meet your requirements.
The results obtained from the use of the Services will be accurate or reliable.
Any errors in the Services will be corrected.

15.3 You assume the entire cost of all necessary servicing, repair, or correction of problems caused by viruses or other harmful components, unless such errors or viruses are the direct result of MapUp's gross negligence or willful misconduct.

16. Dispute Resolution

16.1 MapUp and you agree to arbitrate all disputes and claims between us, except for claims seeking injunctive relief in connection with the intellectual property of MapUp, in accordance with the commercial arbitration rules in effect at the time the proceedings begin of the American Arbitration Association.
16.2 This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:

Claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory.
Claims that arose before this or any prior Agreement (including, but not limited to, claims relating to advertising).
Claims that are currently the subject of purported class action litigation in which you are not a member of a certified class.
Claims that may arise after the termination of this Agreement.

16.3 You agree that, by entering into this Agreement, you and MapUp are each waiving the right to a trial by jury or to participate in a class action.
16.4 Any controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party.
16.5 The arbitration shall be held in Santa Clara County, California.
16.6 All information relating to or disclosed by any party in connection with the arbitration of any disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorization of the party furnishing such information. The arbitrator shall not disclose such information without the prior written authorization of all parties. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings.

17. Modifications to the Services

MapUp may, either partially or in its entirety, and without being obligated to provide prior notice, modify, adapt, or change the Software, the Services' features, user interfaces and design, the extent and availability of the contents in the Services, and any other aspect related to the Services. You shall have no claim, complaint, or demand against MapUp for applying such changes or for failures incidental to such changes.

18. Modifications to the Terms

MapUp reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the Services and/or its Website. If a revision is material, then MapUp will provide at least 30 days notice prior to any new terms taking effect. It is at MapUp's sole discretion to determine what constitutes a material change. You are responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute your consent to such changes and you thus agree to be bound by the revised Terms. If you do not agree to the new terms, then you are no longer authorized to use the Services.

19. Assignment

This Agreement may not be assigned by you without the prior written approval of MapUp but may be assigned without your consent by MapUp to a parent or subsidiary, an acquirer of assets, or a successor by merger. Any purported assignment in violation of this section shall be void.

20. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these Terms or the Services shall be filed only in the state or federal courts located in Santa Clara County, California, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

21. Miscellaneous

21.1 If any portion of these Terms is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion shall be construed as narrowly as possible in order to give effect to as much of the Terms as possible.
21.2 MapUp's failure to enforce any term, provision, or condition of these Terms, including any breach or default thereof, by conduct, course of dealing, or otherwise, in one or more instances shall not be deemed a waiver. To the extent that a provision of these Terms is deemed unenforceable, the balance of it shall remain in full force and effect.
21.3 These Terms constitute the entire agreement between you and MapUp regarding the Services and supersede any prior agreements, understandings, representations, and commitments concerning such subject matter, whether oral or written.
21.4 The provisions of these Terms that by their sense and context are intended to survive termination (whether by you canceling or closing your MapUp Account, ceasing to use the Services, or by termination by MapUp) shall so survive termination.

22. Definitions

22.1 "Affiliates" mean any person or entity that directly or indirectly controls, is controlled by, or is under common control with MapUp, whether by ownership or otherwise.
22.2 "Agreements" mean, collectively, these Terms and the Privacy Policy.
22.3 "Conduct Rules" mean those conduct rules set forth in Section 9.
22.4 "Intellectual Property" means, collectively, Marks, inventions, techniques, methods, works of authorship, know-how, publicity rights, trade secrets, proprietary rights, and all other intellectual property rights related thereto.
22.5 "Marks" mean, whether registered or unregistered, all patents, trademarks, trade names, servicemarks, logos, company names, brand names, design marks, trade-dress, service or product names and descriptions, emblems, copyright notices, pending applications for seeking registration or grant of rights, and any other intellectual property or proprietary notices.
22.6 "Materials" mean, collectively, all information, images, and content displayed, presented, or controlled, or otherwise included in or on the Services, including but not limited to Marks, images, photographs, text, software, pictures, graphics, video clips, audio clips, digital downloads, data, information, messages, and any other information presented, displayed, or controlled by the Services.
22.7 "Payment Information" means information, including information of any type necessary to process payments in connection with any Transaction, related to payments via the Payment Methods.
22.8 "Payment Methods" mean acceptable methods of payment currently accepted by MapUp through third-party Payment Providers and any other payment methods accepted in the future as reflected in the App.
22.9 "Payment Providers" mean, collectively, issuers of credit, debit, prepaid, gift cards, or the like, banking or financial institutions, electronic or digital wallet companies, and any other entity through which payments are made to complete Transactions.
22.10 "Services" mean, collectively, the MapUp App, backend technologies, functions, servers, databases, and other products, services, content, features, technologies, applications, and related websites or other applications.
22.11 "Software" means the proprietary software developed and owned by MapUp that is used to provide the Services.
22.12 "Third-Party Services" mean third-party websites, applications, or services that are linked to or integrated with the Services.
22.13 "Transactions" mean, collectively, starting, stopping, paying for, completing, or making toll transactions of all kinds using the Services.
22.14 "Use" means utilizing the Services or their components in any manner, including, without limitation, opening a MapUp Account, viewing the Services, completing a Transaction, installing the App, and the like.
22.15 "SDK" means the MapUp Software Development Kit.
22.16 "SDK License Agreement" means the separate agreement governing the use of the MapUp SDK.