Arrowpointe Maps Terms of Agreement
Arrowpointe Corp., a California Corporation (referred to here as “Arrowpointe”), provides and maintains a website (the “Site”) for you or your organization (”user” or “you”) to perform geographical analysis of your Salesforce.com data on interactive maps (the “Service”). Arrowpointe requires you to register for an account (”account”) in order to use the Services. The Services and use of the Site are provided to you under the terms and conditions set forth in the Terms of Agreement and any rules or policies otherwise set forth on this site or published from time to time by Arrowpointe. The Terms of Agreement set forth below and any rules or policies otherwise set forth on this Site comprise the entire agreement between you and Arrowpointe and supersedes any and all prior agreements or understandings between the parties.
By accepting the terms of this Agreement, you represent that you are and will be in compliance with all terms, conditions, and policies of MapQuest and Salesforce.com (”Third Party Terms”). You must remain compliant with Third Party Terms during the course of this Agreement as the same may be modified, altered, and/or amended from time to time.
We may amend this Agreement at any time by posting the amended terms and conditions on the Arrowpointe website. Unless otherwise indicated, all amended terms shall automatically be effective fourteen (14) days after they are initially posted on the Arrowpointe website. Your continued use of our Services constitutes an affirmative acceptance of this Agreement, including without limitation any modifications or changes thereto. You are responsible for reviewing and becoming familiar with any changes. This agreement was last revised on June 1, 2007. Arrowpointe, in its sole discretion, may add, delete, or modify some or all of the features of the Site or Services at any time. We shall not be liable to you or any third party should we exercise our right to modify or discontinue the Site or Services.
Eligibility & Registration
By registering for an account you acknowledge that you are authorized to do so on behalf of your organization. Use of the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the foregoing, the Services are not available to minors. Further, the Services are not available to parties whose use of the Services has been suspended or terminated.
To use the Services, you must create an account yourself or the corporation, partnership or other legal entity that will be using the Services. By accepting this Agreement, you represent that (a) you are eighteen (18) or older and, if applicable, (b) you are authorized to sign for and bind the corporation, partnership or other legal entity that will be using the Services. You shall provide current, complete and accurate registration information, and then update the information as required to keep the registration information current, complete and accurate.
As a subscription service, Arrowpointe may require you to provide account identification and/or authentication information for multiple payment alternatives including, but not limited to, credit card, debit card, automatic deduction from your bank account, and bill payment services such as PayPal. By providing such payment alternatives to Arrowpointe, you are explicitly authorizing Arrowpointe to charge one or more of these payment sources to pay for your use of the Services. You must keep your registration information current, complete and accurate, especially your email address and your payment information.
Passwords and Security
You shall at all times maintain the confidentiality of your usernames and passwords. If you are a corporation, partnership or other legal entity, you may allow employees to use usernames and passwords, provided that you are responsible for all activity and all charges by such employees. You will be liable for any unauthorized use of the Services until you notify Arrowpointe in writing of the security breach. You agree to immediately notify Arrowpointe of any unauthorized use of your account or any other breach of security known to you.
Fees and Payment Terms
You agree to pay all charges for services, including any applicable taxes, at the rates in effect when the charges are incurred. Arrowpointe may change the fees and charges then in effect, or add new fees or charges, by giving users notice in advance. No refunds of fees will be given for services rendered. You will pay for the Service in advance of its use. Usage of the service is based upon the passage of time. Any fees for Services yet to be rendered (for future months) can be refunded if your account is terminated. If Services are terminated mid-month, fees for the month of termination will be paid in full to Arrowpointe and will not be prorated. If payment is not made, Arrowpointe reserves the right to suspend or terminate user’s account and access to the Services. Arrowpointe reserves the right to terminate user’s account at any time. All fees are payable in U.S. Dollars unless stated otherwise and will not be treated as paid until actually received by Arrowpointe in same-day and freely available funds.
User Conduct
You agree to comply with all applicable laws, statutes, ordinances and regulations relating to, applying to, or governing use of Services. You may not use Services to engage in fraud or other illegal activity, or to infringe the intellectual property rights of others. You may not engage in any conduct violating Third Party Terms. You agree to indemnify and hold Arrowpointe harmless from and against any and all claims, damages, losses or obligations suffered or incurred by Arrowpointe arising from your failure to so comply.
You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity conducted on the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure or limits our ability to provide the Services. You agree that you will not collect copy, reproduce, alter, modify, create derivative works, or publicly display any content or information from the Site without the prior expressed written permission of Arrowpointe or the appropriate third party. You agree that you will not use any robot, spider, or other automatic device or routine to access or interface with the Site.
Intellectual Property
As between you and Arrowpointe and its licensors, you acknowledge and agree that Arrowpointe and its licensors own all right, title, and interest in (i) services, (ii) the technology available through the services, and (iii) all content (including, without limitation, text, photographs, video, and graphics) except the actual data retrieved from your Salesforce.com database for mapping purposes and any copyright, trade secret, patent, trademark, and other intellectual property rights therein. Any use of the Arrowpointe content other than to create and operate the Site within the scope of the Services is not licensed and strictly prohibited. You agree that you will not upload, transmit, reproduce, distribute, or in any way exploit any Arrowpointe content obtained through the Services without first obtaining the express permission to do so from Arrowpointe. This Agreement does not constitute a license to use Arrowpointe’s trade names, service marks, or any other trade insignia. Any use of any of Arrowpointe’s trade names, service marks, or any other trade insignia shall be subject to Arrowpointe’s prior written consent.
Subject to the terms and conditions of this Agreement, Arrowpointe grants a limited license to you to make personal use of the Site and the Services only for their intended purposes. This license expressly excludes any resale of the Site and the Services, making any derivative of the Site or the Services, or any data extraction or data mining whatsoever, except with the express consent of the owner of such materials.
Service Levels
Arrowpointe does not guarantee the Service will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of Your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond Arrowpointe’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Arrowpointe or Third Parties are located or co-located. Complete accuracy in all aspects of statistics at all times is not guaranteed.
Some Arrowpointe releases or features will be identified as “Beta”. Beta features or releases are provided “as is” and should be used at your option and risk. You acknowledge that Beta services are provided for evaluation purposes and may contain significant errors and/or defects for which Arrowpointe is not obligated to provide any direct support. There will be an increased frequency of maintenance windows for Beta releases. Maintenance windows for Beta releases will likely be between the hours of 12am and 4am PST. You shall not disclose to any third party any information from, existence of or access to Beta releases or features.
Termination
You may terminate this Agreement at any time. During this process, you may be asked to contact Arrowpointe via telephone during normal business hours to complete the termination and to ensure that the termination process is completed quickly and effectively. Arrowpointe, in its sole discretion, may terminate this Agreement or suspend or terminate your access to the Site or the Services immediately without notice for any reason including, without limitation, for your infringement of the intellectual property rights of others. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, provisions related to intellectual property, warranty disclaimers, general releases, limitations of liability, indemnity and the general provisions.
Privacy
Arrowpointe is committed to protecting your privacy and we will only use and disclose Your Materials in accordance with our Privacy Policy, which is incorporated herein by reference.
No Warranties/Liabilities
ARROWPOINTE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. ARROWPOINTE SHALL NOT BE LIABLE FOR ANY LOSS, COST, DAMAGE OR EXPENSE (INCLUDING ATTORNEY FEES) INCURRED BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE SERVICE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA OR OTHER INJURY, FAILURE OR INTERRUPTION OF SERVICE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT. IN FURTHERANCE OF, BUT WITHOUT LIMITING THE FOREGOING: (A) ARROWPOINTE ACKNOWLEDGES THAT THE SITE IS PROVIDED ON AN “AS IS” BASIS AND THAT YOU MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE USEFULNESS, ACCURACY, COMPLETENESS, FEASIBILITY, RELIABILITY OR EFFECTIVENESS OF THE SITE OR THAT THE OPERATION OF THE SITE WILL MEET THE OBJECTIVES OF YOU OR ANY THIRD PARTY, OR THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; AND (B) YOU ACKNOWLEDGE THAT ARROWPOINTE PROVIDES THE SERVICE ON AN “AS IS” BASIS AND THAT ARROWPOINTE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE USEFULNESS, ACCURACY, COMPLETENESS, FEASIBILITY, RELIABILITY OR EFFECTIVENESS OF THE SERVICE OR THAT THE OPERATION OF THE SERVICE WILL MEET THE OBJECTIVES OF COMPANY OR ANY THIRD PARTY, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
General Release
YOU RELEASE ARROWPOINTE (AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES,) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. FURTHER, YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE ยง 1542 (OR ANY OTHER SIMILAR STATUTE) WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Indemnity
You hereby agree to, at your own expense, indemnify, defend and hold ARROWPOINTE and our subsidiaries, affiliates, officers, directors, agents, and employees harmless from and against any and all claims, actions, losses, damages, liability, costs and expenses (including but not limited to reasonable attorneys’ fees and expert fees) arising out of or relating to (a) a third-party claim, action or allegation of infringement, misuse or misappropriation based on information, data, files or other content submitted by you to the Site; (b) any fraud, manipulation, or other breach of this Agreement by you; (c) any third-party claim, action or allegation brought against ARROWPOINTE arising out of or relating to a dispute with you over the terms and conditions of an agreement or related to the purchase or sale of any goods or services; (d) your violation of any law or the rights of a third party; (e) your violation of any Third Party Terms; or (f) your use, or ARROWPOINTE ’s provision, of the Services or use of your account by any third party. ARROWPOINTE reserves the right to participate in its defense and hire counsel of its choice, but shall have no obligation to do so. You will not settle any action or claims on ARROWPOINTE ’s behalf without the prior written consent of ARROWPOINTE.
General
This Agreement is not assignable, transferable or sub-licensable by you without ARROWPOINTE’s prior written consent, and any such conveyance shall be null and void. ARROWPOINTE may assign this Agreement in whole or in part. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to conflicts of laws provisions thereof. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the California State and U.S. federal courts having within their jurisdiction the location of ARROWPOINTE ’s principal place of business. You expressly consent to (a) the jurisdiction of such courts; and (b) service of process being affected upon you by registered mail sent to the address you provide ARROWPOINTE in connection with your Services, as may be changed by written notice actually received by ARROWPOINTE. Unless prohibited by the law of your jurisdiction, you waive any requirement that service of process or of any documents be made upon you pursuant to the provisions of the Hague Convention. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. You agree and acknowledge that this is an entire agreement between you and ARROWPOINTE and you are not entering into this agreement in reliance on any statements or representations other than those set forth herein. Should any term or condition be in conflict between this Agreement and any document incorporated by reference into this Agreement, the terms of this Agreement shall control.
