Map Platform Terms of Service
These Map Platform Terms of Service including other URL Terms if any (together, the "Agreement") are entered into between Company (defined below) and the person and/or entity (“Customer”) that has accepted these Terms and/or is using and accessing the Services, and govern Customer’s access to and use of the Services (defined below).
Company and Customer are each referred to as a "Party" and collectively as "Parties". Additional definitions for specific terms used in the Agreement are defined in Section 14 or relevant Documentation.
This Agreement is effective when Customer (i) clicks to confirm its acceptance of the Agreement, (ii) enters into any agreement into which the Agreement is incorporated; (iii) access the Map Platform (“Platform”), or (iv) accessing and using the Services (the "Effective Date"). As the person accepting the Agreement on behalf of Customer, you represent and warrant that (a) you have full legal authority to bind Customer to this Agreement; (b) you have read and understand this Agreement; and (c) you agree, on behalf of Customer, to this Agreement. You may not accept the Agreement or access or use the Services if (i) you do not have the legal authority to bind Customer; (ii) you are not of legal age in the country in which you reside; or (iii) you are prohibited from accessing or using the Services under applicable laws, including the laws of the country in which you reside or from which you would access or use the Services.
Company may make updates to the Agreement (including the URL terms) from time to time and will provide reasonable notice to you of material changes on the Platform, in your account, via email, or via other means of communication as determined appropriate by Company. Customer’s continued use of the Platform or Services will constitute Customer’s consent to such updated Agreement. If Customer does not agree to the updates of the Agreement, Customer must immediately stop using the Platform or Services and provide a notice of termination to Company.
For the person and/or entity that is accessing the Services as a Company-authorized reseller or distributor (“Partner”) and buying the Services for resale to a customer or reseller, as applicable, Partner’s use and resale of the Services are governed by the agreement under which Company has appointed Partner as a reseller and/or distributor of the Services. Notwithstanding the foregoing, Partner and Customer acknowledge that if Customer orders the Services from Partner under a reseller agreement or other equivalent contractual arrangement (“Reseller Agreement”), the terms of this Agreement will apply to Customer in relation to the Customer’s obligations to use the Services. If any document conflict, then the documents will control in the following order: the Agreement, the terms at any URL (including the URL Terms), and the Reseller Agreement.
1. License
1.1. License Grant.
Subject to Customer’s compliance with the Agreement and payment of applicable fees, Company grants to Customer a non-exclusive, non-transferable, non-sublicensable (unless otherwise permitted herein), revocable (on termination for breach or expiration of the Agreement), limited license during the Term to:
1.1.1. Use the Services for the sole purpose of developing Applications and integrating SDKs and APIs within Customer Application(s).
1.1.2. Make available and distribute Customer Application(s) directly or indirectly to End Users.
1.2. License Restrictions.
Customer will not and will not permit any third party to:
(a) Use the Services in or with Customer Applications lacking any legally-required and otherwise appropriate instructions, warnings, notices and safety information;
(b) Copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code;
(c) Use or combine the Services with any other materials, products or services to expose the Services to any open source software, open content, open database licenses or other resembling terms where such licenses or terms would (i) cause the disclosure or distribution of the Services (or any part thereof); (ii) grant any licenses to any derivative works of any Services (or any part thereof); (iii) cause redistribution of the Services (or any part thereof) at no charge, as a condition for use, modification or distribution of such other materials or products; or (iv) otherwise restrict or impact the licensing or other use of the Services (or any part thereof);
(d) Sell, resell, sublicense, transfer, or distribute the Services;
(e) Access or use the Services: (1) for High Risk Activities, (2) in a manner intended to avoid incurring Fees, such as scaling one Request to serve multiple End Users；
(f) Modify the Services, any Company Content；
(g) Export, extract, or otherwise scrape Company Content for use outside the Services. For example, (a) Customer will not: (i) pre-fetch, index, store, reshare, or rehost Company Content outside the Services and the Platform; (ii) bulk download Company’s map tiles, images, geocodes, directions, distance matrix results, roads information, places information, elevation values, and time zone details; (iii) copy and save business names, addresses, time, contact information or user reviews;
(h) Cache or store Company Content outside of the Platform and Services;
(i) Use the Services to create a product or service with features that are substantially similar to or replaceable with or competitive to products or services of Company or its Affiliates, or that re-create any features of another products or services of Company or its Affiliates. Customer’s product or service must contain substantial, independent value and features beyond the Company products or services. For example, Customer will not: (i) re-distribute the Services or pass them off as if they were Customer’s services; (ii) use the Services to create a substitute of the Services, map mobile apps, map website or their features;
(j) To avoid quality issues and/or brand confusion, Customer will not use the Services with or near a non-Company map services in Customer Application(s). For example, Customer will not (i) display or use Places content on a non-Company Map, (ii) link Company Content and Services to non-Company Content or a non-Company Map, (iii) combine non-Company datasets or map with Company Content;
(k) Use incorrect attribution of any information derived from the Platform or Services; or
(l) Use outdated versions of the Platform or Services.
1.2.2. Except as otherwise permitted in a separate written agreement with Company, Customer may not:
(a) Integrate the Services into a ground, aerial, manned, or unmanned vehicle system or any component thereof, including vehicle positioning sensors (for example, GPS, triangulation, odometer, compass, gyroscope, or accelerometer), navigation terminals or black boxes, and windshield or display screens installed in the vehicle. For clarification, a mobile device that is connected to a vehicle for the purpose of projecting on the vehicle’s windshield or display screen the visual information that is displayed on the mobile device screen is not an integration of the Services;
(b) use the Services for or in connection with any systems or functions for automatic or autonomous control of ground, aerial, manned, or unmanned vehicle behavior, including systems or functions for the control of vehicle speed, braking, suspension, fuel, emissions, headlights, stability, drive train management, visibility enhancement, and steering, commonly known as Advanced Driver Assistance System (ADAS) or Highly Autonomous Driving (HAD) functionalities.
(c) use the Services for a machine learning, or artificial intelligence (“AI”) system optimization and training, including but not limited to, algorithm and/or model optimization and training, machine learning, deep learning and data extrapolation.
1.3 Sublicense.
When sublicensing and distribution of the Services is expressly permitted by Company in a separate agreement between the Parties, any such sublicense or distribution rights granted by Customer must be under written agreements with terms that are no less restrictive and no less protective of Company than the Agreement. Customer shall remain liable under the Agreement for any acts or omissions of sublicensees, and a breach of the Agreement by Customer’s sublicensee will be deemed a breach by Customer.
1.4 Subcontractors.
Customer may use subcontractors to exercise your rights and obligations under the Agreement on your behalf provided that subcontractors are under written agreements with terms that are no less restrictive and no less protective of Company than the Agreement. Customer shall remain liable under the Agreement for any acts or omissions of subcontractors, and a breach of the Agreement by Customer’s subcontractors will be deemed a breach by Customer.
2. Customer Obligations
2.1 General Compliance. Customer will ensure that Customer Applications, Customer Content, Customer’s use of the Platform and Services and end users’ use of the Services comply with all applicable laws (including but not limited to, laws and regulations related to privacy, data protection, cybersecurity, map service, import and export controls, trade restrictions, consumer protection, anti-trust and anti-bribery law) and the Agreement. Customer is responsible for any noncompliance by End Users with Customer’s obligations under the Agreement. If any actual or suspected violation occurs, Customer will immediately terminate or suspend the End User’s access to the Services.
2.2 Authorization Control. Customer will prevent and terminate any unauthorized use of or access to the Services provided by Company to Customer, and promptly notify Company of any unauthorized use of or access to the Services of which Customer becomes aware.
2.3 Documentation. Company may provide Documentation for Customer’s use of the Services. The Documentation may specify restriction on how the Services may be used and Customer will comply with any such restrictions specified.
2.4 Third Party Software. The Platform and the Services may include third party software that is subject to open source software licenses or other similar requirements that Company may be required to pass through to you with the delivery of the software. You must comply with all such license requirements or other similar terms. Company reserves the right to amend or replace such requirements as needed.
2.5. Data Use, Protection, and Privacy.
2.5.1. Unless otherwise permitted by a separated Addendum, Exhibit or Agreement, Customer shall not transfer any Personal Data of End Users to Company directly or through the User’s use of Customer Application(s). If the above transfer of Personal Data is agreed, Customer will make the End User Terms and/or the Privacy Policy of Company available to End Users in Customer Application or product documentation in a manner that is enforceable by Company and complies with applicable privacy laws and regulations; and the Parties shall sign a separate Data Protection Agreement.
2.5.2. Customer’s use of the Services in the Customer Application will comply with applicable privacy laws and regulations. Customer shall implement and comply with appropriate data privacy and security measures in connection with its collection, processing, transfer, and use of personal data, including a reasonably effective notice about the transmission of certain information to the Services through the use of Customer Application. Company has no responsibility for Customer’s end user terms or privacy policy, or any legally required and otherwise appropriate instructions, warnings, notices, or safety information related to Customer Application or its use.
2.5.3. Notwithstanding anything herein to the contrary, the Parties agree that nothing in this Agreement shall restrict or limit the use by Company and its Affiliates of anonymized and aggregated geolocation data obtained through the Services as permitted by applicable laws to conduct statistical analysis, such as deriving real-time traffic conditions, in order to improve and optimize Company’s Services.
2.6. Export Control and Economic Sanctions.
2.6.1. The Services may be subject to export controls of various jurisdictions. Customer agrees to comply with all applicable export control laws and regulations (“Export Controls”). Customer represents and warrants that Customer is not a person or entity identified on any governmental or export exclusion lists. Customer is responsible for obtaining any required licenses or other authorizations for the export of the Services, any technology, any software, any hardware and/or any Customer Applications. Customer agrees that Customer will not export or re-export, directly or indirectly, any Services, any software or any technology in any form, destined for any restricted or prohibited destinations, end users, or end uses, or cause Company to do the same, without obtaining any prior authorizations required by the applicable Export Controls. To the extent any restrictions on the export of map data apply in any jurisdictions, Customer shall comply with all such restrictions and obtain any required authorizations.
2.6.2. Customer agree to comply with all applicable laws and regulations concerning trade restrictions, embargoes, and economic sanctions (“Sanctions Laws”). Customer represents and warrants that Customer is not a person or entity subject to economic sanctions imposed by any relevant government entity. Customer shall not provide, directly or indirectly, any Services, Software or technology to any embargoed destination or to any restricted or prohibited entity or person in violation of applicable Sanctions Laws, or cause Company to do the same, without obtaining the required licenses or other authorizations from the relevant authority or government entity. Customer further agree and acknowledge that Company may, without any penalty or other liability to Customer, suspend or cease its provision of products, services, or technology to Customer if Customer becomes a person or entity subject to Sanctions Laws that are applicable to Company’s products, services, or technology that are being provided to Customer, until (in the case of suspension) such sanction is withdrawn or Customer are otherwise exempted from the application of the relevant Sanction Law by the applicable authority.
3. Availability
3.1. General Availability. The Platform or Services may not be available in, or accessible from, all locations, regions, or territories. Without liability from Company to Customer, Company may suspend, limit access to, and availability of, the Platform or all or any portion of the Services: (i) to address an emergency, misuse, or actual or perceived threat to the operation of the Platform or any Services; (ii) in the event of a breach of the Agreement, including a payment default; (iii) to comply with applicable laws, including trade compliance and export control laws and regulations; (iv) to respond to requests or demands of a governmental or judicial entity or authority; and/or (v) pursuant to any privacy concerns, copyright ”notice and take down” requests, or violation of Intellectual Property Rights or other third-party rights.
3.2. Updates of the Services. Company may update or modify the Platform and/or Services or any part from time to time. Company will notify Customer if Company makes a change to the Services that materially reduces Service features or functionalities.
4. Fees and Payment Terms
4.1. Price, Billing, Payment and Tax Terms for the Services shall be specified in Orders, Addendums, Exhibits or other agreements.
4.2. Amounts not paid when due will accrue interest at a rate of the lesser of 1.5% per month (or the highest rate allowed by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Company in collecting such delinquent amounts. Further, in the event of any late payment for the Services is overdue, Company may Suspend the Services.
5. Records and Audit
5.1. Records. You will keep information that is sufficient to demonstrate the scope of your use of the Services for three (3) years.
5.2. Audit. In order to verify your compliance with the Agreement, including, but not limited to, your obligations under Section 5.1(Records) above: (i) you shall provide Company access to Customer Applications for review and (ii) Company may inspect your records on your premises upon 30 days’ prior written notice and without causing unreasonable disruption. Any inspection will occur within three (3) years following the due date of the applicable fees and will be at Company’s expense, except if the inspection determines that you have underpaid any fees due to Company, you will pay the difference plus interest and cost of the inspection within 30 days of the completion of the inspection.
6. Use of Marks and Marketing
6.1. Company Marks. Customer may not remove or obfuscate any Company Marks or copyright notices affixed to or included in the Services. You will ensure that all Company Marks and copyright notices are present in the Services.
6.2. Marketing.
6.2.1. Customer license Company the rights to use Customer’s name and/or logo in (i) Company and its Affiliate’s marketing materials regarding the Parties’ relationship, including referencing you as part of a list of Company’s customers and (ii) marketing opportunities, including, but not limited to, press releases, blog posts, analyst engagement, and case studies.
6.2.2. Except as otherwise granted under the Agreement, Customer shall not release or distribute any materials or information containing Company Marks and Company’s name without prior written approval by Company, but such approval shall not be unreasonably withheld or delayed.
7. Intellectual Property Rights and Feedbacks
7.1. Intellectual Property Rights. All right, title, and interest in and to the Platform (including any information comprising of ideas, suggestions, or complaints relating thereto), the Services or any parts thereof, and Company Marks are the property of Company, its Affiliates or its licensors, and no part thereof will be considered a “work made for hire” or a work made in the course of employment. Except as explicitly granted in Section 1.1(License Grant), an Addendum, or other agreements, no other rights or licenses, express or implied, are granted under the Agreement. No ownership of any Intellectual Property Rights relating to the Platform, the Services, Company Marks, or any other product, service, information, or material provided by Company to Customer are assigned or transferred by Company to Customer. The structure, organization, and code of the Platform, the Services, and any other products and services provided by Company are the valuable trade secrets and Confidential Information of Company, its licensors, and/or Affiliates.
7.2. Feedbacks. You may provide Company with any recommendations, suggestions, feedback, or other comments (collectively referred to as “Feedback”) regarding the Platform or Services. You grant Company and Company’s Affiliates a non- exclusive, irrevocable, perpetual, worldwide, free of charge, fully paid up, sub-licensable, and transferable license under your Intellectual Property Rights to copy, make, have made, sell, offer to sell, import, display, disclose, dispose, export, and otherwise use the Feedback as part of the Platform or Services.
8. Confidentiality
8.1. Unless a separate Non-Disclosure Agreement is in effect between the Parties and except as expressly permitted, each Party will hold in confidence and not use or disclose any Confidential Information received hereunder. Each Party may disclose Confidential Information of the other to those of its (and its Affiliates’) employees with a need to know, provided that such employees are bound by confidentiality obligations at least as restrictive as those contained herein. Confidential Information will be treated in the same manner that the receiving party protects its own proprietary information of a similar nature.
8.2. Upon termination of the Agreement or upon request of the disclosing Party, the receiving Party will return to the disclosing Party or destroy (and confirm such destruction in writing) all Confidential Information of the disclosing Party including any and all copies or extracts thereof. There shall be no obligation to treat as Confidential Information any information the receiving Party can document: (a) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees, Affiliates or agents; (b) is received without restriction from a third party lawfully empowered to disclose such information; (c) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (d) was independently developed by employees or consultants of the receiving Party without access to Confidential Information.
8.3. A Party may disclose Confidential Information received from the other Party to the extent it is required to be disclosed by law or by judicial or regulatory process, provided that the receiving Party gives prompt notice of the requirement of the disclosure (where it is lawful to do so) to the disclosing Party to allow the disclosing Party a reasonable opportunity to seek a protective order before the required disclosure, and to the extent lawful and practical to do so, consult with the disclosing Party as to the disclosure requirement with a view to agreeing the extent, content, and timing of the disclosure.
9. Term and Termination
9.1. Term. The Agreement shall take effect at the earliest of (i) the date on which you accept the Agreement; (ii) access the Platform; or (iii) access or start using the Services. The Agreement will remain in effect until terminated by either Party in accordance with the Agreement herein.
9.2. Termination.
9.2.1. Termination for Breach. Either Party may terminate the Agreement by written notice to the other Party (i) due to an uncured material breach after thirty (30) days prior written notice, or immediately if such material breach cannot be remedied; or (ii) with immediate effect in the case of bankruptcy, insolvency or assignment for the benefit of creditors.
9.2.2. Termination for Convenience. Either Party may terminate the Agreement or subscription of part of the Services at any time with three (3) months prior written notice to the other Party.
9.2.3. Termination for Applicable Law. Company may terminate the Agreement immediately on written notice if Company reasonably believes that (a) continued provision of any Service used by Customer would violate applicable law(s) or (b) Customer has violated or caused Company to violate any applicable law(s).
9.3 Effects of Termination
9.3.1. Immediately upon expiration or termination of the Agreement or subscription of part of the Services, Customer’ right to use the relevant Services under the terminated Subscription (“Terminated Services”) terminates automatically and Customer will no longer have access to the Terminated Services. In the event that part of subscription of the Services is terminated, the unterminated Subscription and the Agreement shall continue to apply.
9.3.2. Within thirty (30) days from any expiration or termination under the Agreement, you must (i) discontinue all use and distribution of the Terminated Services and related Marks; (ii) discontinue all distribution of and making available Customer Applications that use or include the Terminated Services or parts thereof; and (iii) uninstall, delete, and destroy all software, backup copies, and all other materials provided by Company related to the Services.
9.3.3. Termination or expiration of Services subscription and/or any agreements between the Parties shall never result in an obligation for Company to refund or return any payments Customer have made to Company until the moment of expiration or termination except the unspent recharge amount, nor shall expiration or termination affect accrued payment obligations
10. Warranties and Disclaimers
10.1. Warranties. Each Party represents and warrants to the other that: (i) it is duly organized and in good standing under the laws of the jurisdiction of its organization; (ii) it has all corporate authority to execute and perform the Agreement; (iii) its execution of the Agreement will not conflict with or violate any other agreement to which such Party is a party.
10.2. Disclaimers. EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND THE SERIVICES AND ANY PARTS THEREOF ARE PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS WITH ALL DEFECTS. COMPANY, ITS AFFILIATES, AND LICENSORS MAKE NO WARRANTY THAT THE PLATFORM OR THE SERIVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. EXCEPT AS PROVIDED IN THE AGREEMENT, COMPANY, ITS AFFILIATES, AND THEIR LICENSORS SPECIFICALLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PLATFORM AND THE SERIVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ANY IMPLIED WARRANTIES ARISING FROM LAW, COURSE OF DEALING, PERFORMANCE, OR OTHERWISE. COMPANY IS NOT RESPONSIBLE FOR AND WILL NOT HAVE ANY LIABILITY FOR HARDWARE, SOFTWARE, TECHNOLOGY, OR ANY OTHER ITEMS OR SERVICES NOT PROVIDED BY COMPANY. INFORMATION FROM THE SERVICES MAY DIFFER FROM ACTUAL CONDITIONS, AND MAY NOT BE SUITABLE FOR THE CUSTOMER APPLICATION(S). CUSTOMER MUST EXERCISE INDEPENDENT JUDGMENT WHEN USING THE SERVICES TO ENSURE THAT (i) THE SERVICES ARE SUITABLE FOR THE CUSTOMER APPLICATION(S); AND (ii) THE CUSTOMER APPLICATION(S) ARE SAFE FOR END USERS AND OTHER THIRD PARTIES.
11.Indemnity
11.1. Customer Indemnification Obligations. Customer (as “Indemnitor”) agrees to (a) defend Company and its Affiliates (as “Indemnitees”) from and against any third-party claims alleging that any content, Applications or instructions provided by Customer infringes or misappropriates such third party’s intellectual property rights, and (b) will indemnify and hold harmless Indemnitees against any damages, attorney fees and costs finally awarded to the extent they result from such claims.
11.2. Company Indemnification Obligations. Company (as “Indemnitor”) agrees to (a) defend Customer and its Affiliates (as “Indemnitees”) from and against any third-party claims alleging that the Services provided by Company under the Agreement infringes or misappropriates such third party’s intellectual property rights, and (b) will indemnify and hold harmless Indemnitees against any damages, attorney fees and costs finally awarded to the extent they result from such claims.
11.3. The indemnification obligations of the Parties specified above are subject to the following conditions: Indemnitee must (i) promptly notify the Indemnitor in writing; (ii) give the Indemnitor control over the defense of such claims; (iii) reasonably cooperate in the defense at Indemnitor’s expense, and (iv) not enter into any settlement and/or acknowledge any liability without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. Notwithstanding subsection (ii), Indemnitee may, at its own expense, select its own counsel to independently monitor and participate in any such defense.
11.4. If Company determines action is needed to avoid potential infringement, Company may, at its expense: (i) procure for Customer the continued right to the Services; (ii) replace or modify the Services, in whole or in part with functionally equivalent Licensed Materials, or (iii) request Customer to discontinue use of the Services, in whole or in part.
11.5. Company shall have no liability or obligations under this Section 11(Indemnity) if the claim, judgment or settlement is based on (i) any use or combination of the Services with software, services, technologies or other material provided by or on behalf of Customer by a party other than Company; (ii) any unauthorized modification of Customer, or modifications done by Company pursuant to a Customer specification; (iii) Customer continuing any allegedly infringing activity after being notified of any such allegedly infringing activity or after being informed of or provided with replacement the Services that would have avoided the alleged infringement; (iv) Customer’s breach of the license restrictions, and rights granted under the Agreement or (v) the Application except where the claim is based wholly on the Services.
12. Liability
12.1. Limited Liabilities.
12.1.1. To the extent permitted by applicable law and subject to Section 12.2 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (i) indirect, consequential, special, incidental, or punitive damages or (ii) lost revenues, profits, savings, or goodwill.
12.1.2. Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid under the Agreement during the 12- month period before the event giving rise to Liability.
12.2. Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for: (i) its infringement of the other party’s Intellectual Property Rights; (ii) its payment obligations under the Agreement; or (iii) matters for which liability cannot be excluded or limited under applicable law.
13. Miscellaneous.
13.1. Notices. Under this Agreement, notices must be sent to each party’s Contacting Email Address. Notice will be treated as received when the email is sent. Any Party shall inform the other Party about changes to their address without undue delay. Such notices shall be effective upon receipt.
13.2. Language. All legal notices made or given pursuant to the Agreement must be in English. If this Agreement is translated into any other language, and Company is a discrepancy between the English text and the translated text, the English text will govern.
13.3. Entire Agreement. The Agreement states all terms agreed between the parties and supersedes any prior or contemporaneous agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in the Agreement.
13.4. Assignment. Customer may not assign the Agreement without the written consent of Company. Company may assign the Agreement without the written consent of Customer by notifying Customer of the assignment.
13.5. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war or governmental action.
13.6. Subcontracting. Company may subcontract obligations under this Agreement but will remain liable to Customer for any subcontracted obligations.
13.7. No Agency. The Agreement does not create any agency, partnership or joint venture between the parties.
13.8. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.
13.9. No Third-Party Beneficiaries.The Agreement does not confer any benefits on any third party unless it expressly states that it does.
13.10. Governing Law. The Agreement shall be governed by the laws of Hong Kong without regard to any conflict of laws.
13.11. Dispute Resolution. In the event of any dispute or controversy between the parties under the Agreement, such disputes or differences shall be resolved by binding arbitration in Hong Kong under the HKIAC Arbitration Rules in force at the relevant time, in the English language, before a single arbitrator selected by the parties hereto or, in the absence of agreement, selected by the chief executive officer for the time being of HKIAC.
13.12. Severability. If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
13.13. Survival. The following will survive expiration or termination of this Agreement: Section 1.2(License Restrictions), Section 2.5 (Data Use, Protection, and Privacy.), Section 4(Fees and Payment Terms), Section 5 (Records and Audit), Section 7 (Intellectual Property Rights and Feedback), Section 8 (Confidentiality), Section 9.3 (Effects of Termination), Section 10.2 (Disclaimer), Section 11 (Indemnification), Section 12 (Liability), Section 13 (Miscellaneous), and Section 14 (Definitions).
13.14. Conflicting Terms. If there is a conflict between the documents that make up the Agreement, then the documents will control in the following order: the Agreement and the terms at any URL.
13.15. Headings. The captions and headings used in the Agreement are inserted for convenience only and shall not affect the meaning or interpretation of the Agreement.
14. Definitions
14.1. Affiliate(s) means any entity that directly or indirectly (a) is Controlled by a Party; (b) Controls a Party; or (c) is under common Control with a Party. “Control” means a situation in which an entity (the “Controlling” entity), in relation to another entity (the “Controlled” entity), (a) has fifty percent (50%) or more of votes in such entity; (b) is able to direct its affairs; and/or (c) controls the composition of its board of directors or equivalent body.
14.2. Customer Application(s) means any software, application, mini-program, websites or comparable products and/or services that make use of the Services.
14.3. End User means any entity or person who (i) receives or uses Customer Application(s), or (i) accesses all or any portion of the Services for personal use in the Customer Application(s) with no right to sublicense the same.
14.4. Company Content means any content provided through the Services (whether created by Company or its third-party licensors), including map and terrain data, imagery, traffic data, and places data (including business listings).
14,5, Software Development Kit (SDK) means the software development kits, software libraries, and other software tools.
14.6. Services means any software, SDK, tools, API (Application Programming Interface), Company Content and/or other Company services or products and any associated Documentation, provided by Company as specified in each Addendum hereto.
14.7.Documentation means any written materials and specifications for the Services made available by Company.
14.8. High Risk Activities means activities where the use or failure of the Services could lead to death, personal injury, or environmental damage, including (a) emergency response services; (b) autonomous and semi-autonomous vehicle or drone control; (c) vessel navigation; (d) aviation; (e) air traffic control; (f) nuclear facilities operation.
14.9. Confidential Information means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
14.10. Company Marks means trademarks, logos, service marks, trade names and similar designations of Company and its Affiliates.
14.11. Intellectual Property Rights means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.