These Master Subscription Agreement Terms and Conditions are entered into by and between Hivemapper, Inc., a Delaware corporation (“Hivemapper”), and the counterparty identified as the customer in the applicable Order Form (“Customer” or “you”).  These Terms of Service, together with any Hivemapper online sign-up form, order form, or other ordering documentation that references these Terms of Service (each an “Order Form”) are collectively referred to as the “Agreement”.  If you are accepting these Terms and Conditions or an Order Form on behalf of your employer or another entity (which will be deemed to the case if you sign up for the Product (as defined below) using an email address from your employer or such entity), then the “Customer” under this Agreement will be such employer or other entity, and you represent and warrant that (a) you have read and understand this Agreement, (b) you have full legal authority to bind your employer or such entity to this Agreement and (c) you agree to this Agreement on behalf of your employer or such entity.

Hivemapper has developed and makes available its application programming interface, related API documentation (the “APIs”) and its online based product offerings that permit you to obtain and purchase additional map data and information (the “Map Products”) (the APIs and Map Services, collectively the “Services”).

PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THE TERMS AND CONDITIONS OF THE AGREEMENT (INCLUDING THESE TERMS OF SERVICE) WILL BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND HIVEMAPPER.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, YOU SHOULD NOT ACCEPT THESE TERMS OF SERVICE AND MAY NOT USE THE SERVICES.

• Right to Access APIs. Subject to Customer’s compliance with the Agreement, Hivemapper grants Customer a non-exclusive, non-sublicensable, non-transferable right to access and use the APIs to (a) develop, reproduce and distribute products and services that interoperate with the APIs (each an “Implementation”), and (b) use the map data made available by Hivemapper through the APIs (the “Hivemapper Data”) solely in connection with its Implementations.  Customer must undertake industry-standard precautions to protect Hivemapper Data from being collected or scraped from Customer’s Implementation (including incorporating restrictions against scraping, collection and harvesting of Hivemapper Data in Customer’s terms of service or end user agreement).
• Provision of the Map Services.  Subject to Customer’s compliance with the Agreement, and to the extent applicable, Hivemapper will make the Map Product(s) available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Map Product for its internal business purposes.  Customer may permit Users to use the Map Product on its behalf. Customer is responsible for provisioning and managing its user accounts, its user’s actions through the Map Product and their compliance with this Agreement.
• Usage Restrictions. Customer agrees that it will not, directly or indirectly: (i) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Services; (ii) attempt to probe, scan or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorization or wilfully render any part of the Services unusable; (iii) use or access the Services or Hivemapper Data to develop a product or service that is competitive with Hivemapper’s products or engage in competitive analysis or benchmarking; (iv) transfer, distribute, resell, lease, (sub)license, or assign the Services or Hivemapper Data or otherwise offer the Services on a standalone basis; (v) introduce any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature through the Services; (vi) interfere with or disrupt the Services or the servers or networks providing the Services; (vii) use the Services for any activities where the use or failure of the Services could lead to death, personal injury, or environmental damage; or (viii) otherwise use the Services or Hivemapper Data in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form.  In addition, Hivemapper’s documentation may contain limits on Customer’s use of the Services (e.g. limiting the number of APIs requests that Customer may make). Customer warrants and covenants that Customer will not attempt to circumvent any such limitations with respect to the Services. 
• Data Security. Customer will (a) employ appropriate and at least industry standard practices to protect all Hivemapper Data from unauthorized access, use or disclosure; and (b) immediately provide Hivemapper with written notice of any unauthorized access, use or disclosure of any Hivemapper Data of which Customer becomes aware.  Hivemapper will have the right from time to time to request Customer provide Hivemapper with Customer’s internal records and documentation in order for Hivemapper to verify Customer’s compliance with the Agreement.  

• Payment. In order to use the Services, Customer will be required to prepay for service credits (“Service Credits”).  Service Credits must be purchased in order to use the APIs or the Map Products.  Customer will pay all fees associated with its purchase of Service Credits (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. Customer will provide complete and accurate billing information including a valid and authorized payment method. Hivemapper will charge your payment method when you make a purchase for Service Credits, and Customer hereby authorizes Hivemapper, and its third-party payment processor(s), to charge Customer’s payment method for the Fees. If Customer’s payment cannot be completed, Hivemapper may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement.
• Service Credits.  Service Credits are not legal tender or currency; are not redeemable, refundable, or exchangeable for any sum of money or monetary value; have no equivalent value in fiat currency; do not act as a substitute for fiat currency; and do not constitute or confer upon you any personal property right. Service Credits are non-transferable and may be used only in connection with the Services.  All sales of Service Credits are final.
• Changes. Hivemapper may change our prices by posting notice to your account and/or to our website. Price increases will be effective fourteen (14) days after they are posted, except for increases made for legal reasons or increases made to any free services, which will be effective immediately. 
• Taxes.  All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”).  Customer will be solely responsible for payment of all Taxes, except for those taxes based on the personnel, property or income of Hivemapper; and Customer will not withhold any such Taxes from any amounts due to Hivemapper.

• Ownership; Reservation of Rights. Except for the limited rights granted hereunder, Hivemapper and its licensors exclusively owns all right, title and interest in and to the Services, Hivemapper Data, and Systems Data.  “System Data” means data collected by Hivemapper regarding the Services that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Services.
• Confidentiality. In connection with the Services, you may be given access to certain Confidential Information of Hivemapper. You may use Confidential Information only as needed to use the Services and as permitted under this Agreement. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. “Confidential Information” means nonpublic information that Hivemapper or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under this Agreement; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Hivemapper and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
• Feedback.  Customer may from time to time provide Hivemapper suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Services.  Hivemapper will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality.  Hivemapper will have the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services without any obligation to compensate or reimburse Customer.

• THE SERVICES AND ALL HIVEMAPPER DATA ARE PROVIDED ON AN “AS-IS” BASIS AND HIVEMAPPER DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL HIVEMAPPER HAVE ANY LIABILITY ARISING FROM THE USE OF THE SERVICES, HIVEMAPPER DATA, INFORMATION DERIVED THEREFROM OR ACTIONS TAKEN IN RELIANCE UPON THE FOREGOING.

• Customer agrees to defend and indemnify Hivemapper from and against any third-party claims and liabilities to the extent resulting from: Customer’s Implementations, Customer’s breach of the Agreement or Customer’s unauthorized use of Hivemapper Data. Customer must not settle any claim without Hivemapper’s prior written consent if the settlement would require Hivemapper to admit fault, pay amounts that Customer must pay under the Agreement, or take or refrain from taking any action. Hivemapper may participate in a claim through counsel of its own choosing at its own expense and Customer and Hivemapper will reasonably cooperate on the defense of any such claim.

• UNDER NO CIRCUMSTANCES SHALL HIVEMAPPER OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF OR INABILITY TO ACCESS OR USE OF OUR SERVICES, NOR WILL HIVEMAPPER BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICES OR THE INFORMATION CONTAINED WITHIN IT, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF OUR SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED IN THE AGGREGATE (A) THE AMOUNTS YOU HAVE PAID TO US IN THE SIX (6) MONTHS PRECEDING THE DATE OF THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

THE FOREGOING LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

• Termination; Suspension.  This Agreement takes effect when you first use the Services and remain in effect until terminated. Customer may terminate this Agreement at any time for any reason by discontinuing the use of the Services. Hivemapper may terminate this Agreement if Customer’s account has been inactive for more than twelve (12) months by providing you at least 30 days’ advance notice. In addition, Hivemapper may terminate this Agreement immediately upon notice to you if you materially breach this Agreement, if there are changes in relationships with third party technology providers outside of Hivemapper’s control, or to comply with law or government requests. Hivemapper may suspend your access to the Services, with or without notice, if Customer does not comply with this Agreement, if Customer’s use poses a security risk to us or any third party, or if Hivemapper suspects that Customer’s use is fraudulent or could subject Hivemapper or any third party to liability.
• Survival.  Upon expiration or termination of the Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to proprietary rights, confidentiality, usage restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

• Governing Law; Jurisdiction and Venue. The Agreement is governed by the laws of the State of California and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of the Agreement are the state courts located in San Francisco, CA or the United States District Court for the Northern District of California, and both parties submit to the personal jurisdiction of these courts. 
• Assignment. The Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign the Agreement without the other party’s advanced written consent, except that each party may assign the Agreement without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign the Agreement except as expressly authorized under this Section will be void.
• Notices. Any notice or communication under the Agreement must be in writing.  Customer must send any notices under the Agreement to Hivemapper, in English to [Hivemapper, Inc. 101 Second Street., Suite 1200, San Francisco, CA 94105. Attention: Carlton Robinson]. Hivemapper may send notices to the email addresses on Customer’s account or, at Hivemapper’s option, to Customer’s last-known postal address. Hivemapper may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of the notice on Hivemapper’s website.  
• Independent Contractors. The parties to the Agreement are independent contractors, and the Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
• Publicity.  Customer agrees that Hivemapper may refer to Customer’s name and trademarks in Hivemapper’s marketing materials and website, including but not limited to displaying Customer’s logo, solely for the purpose of identifying Customer as a customer of Hivemapper.
• Amendments; Waivers.  Hivemapper may update the terms and conditions of the Agreement (which may include changes pricing and plans) from time to time with written notice to Customer in accordance with Section 8.3.  No waiver will be implied from conduct or failure to enforce or exercise rights under the Agreement. Waivers must be made in writing and executed by an authorized representative of the waiving party.
• Severability. If any provision of the Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that the Agreement may otherwise remain in effect.
• No Third-Party Rights. Nothing in the Agreement confers on any third party the right to enforce any provision of the Agreement. 
• Entire Agreement. The Agreement represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by the Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to the Agreement.