This is a template provided for convenience and must be reviewed by qualified counsel before use.
These Terms of Service (the “Terms”) form a binding agreement between MapDove, Inc., [address] (“MapDove”, “we”, “us”) and the entity or person that accepts them (“Customer”, “you”). If you accept on behalf of an organization, you confirm that you have authority to bind it, and “you” refers to that organization.
By creating an account, clicking to accept, or using the Services, you agree to these Terms. If you do not agree, do not use the Services.
1. Definitions
- “Services” means the MapDove web application, the MapDove application programming interface (the “API”), the marketing and documentation website, and related support.
- “Organization” or “Workspace” means the account created for Customer, to which Users, API keys, projects and usage belong.
- “User” means an individual authorized by Customer to use the Services under Customer’s account.
- “Customer Content” means data, files, notes, project parameters and other materials that Customer or its Users submit to the Services.
- “MapDove Data” means the datasets made available through the Services, including the synthetic demo dataset, model outputs, and any licensed data feeds provided by MapDove.
- “Output” means results generated by the Services from MapDove Data and Customer Content, such as scores, forecasts, catchment statistics, charts and exports.
- “Order” means an online plan selection, checkout or a signed order form referencing these Terms.
- “Documentation” means the user and API documentation published at the MapDove website.
2. Accounts and access
2.1 Eligibility. The Services are intended for business use. You must be at least 18 years old and able to form a binding contract.
2.2 Account security. You are responsible for all activity under your Organization, for keeping passwords, session tokens and API keys confidential, and for promptly revoking compromised credentials. We strongly recommend two-factor authentication for all Users. Notify us at legal@mapdove.com of any unauthorized use.
2.3 Users and roles. Customer controls who is a User and their role (owner, admin or member). Customer is responsible for its Users’ compliance with these Terms.
2.4 API keys. API keys belong to the Organization. They must be kept on servers under Customer’s control and must not be embedded in public or client-side code.
3. The Services
3.1 Access right. Subject to these Terms and payment of applicable fees, MapDove grants Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Customer’s internal business purposes, in accordance with the Documentation and the limits of Customer’s plan.
3.2 Demo data disclosure. Unless an Order expressly provides for real data feeds, MapDove Data consists of a synthetic demonstration dataset modeled from neighborhood-level parameters. It does not reflect measured visits to real places, and all brands in it are fictional. Customer acknowledges that Output based on the demo dataset is illustrative and must not be relied upon for real-world investment, leasing, lending, employment or similar decisions.
3.3 Models. The Services include analytical models (such as gravity-based visit forecasts, multi-criteria suitability scoring and catchment aggregation) described in the Documentation. Models are approximations. Drive-time rings, for example, are speed-based radius approximations rather than road-network isochrones.
3.4 Changes. We may improve and modify the Services. We will not materially reduce the core functionality of a paid plan during a current subscription term. Within an API version we make additive changes only; breaking changes are introduced under a new version with reasonable advance notice.
3.5 Beta features. Features labeled beta, preview or similar are provided “as is”, may change or be withdrawn, and are excluded from any service commitments.
4. Plans, fees and payment
4.1 Plans and limits. Plans and their limits (history depth, analyses, API calls, keys, seats, exports, alerts) are described on the pricing page and in the Documentation. Usage beyond a limit may be refused until the next period or an upgrade.
4.2 Fees. Customer will pay the fees for its plan in advance, monthly or as stated in the Order. Fees are in U.S. dollars unless the Order states otherwise and are exclusive of taxes, which Customer will pay (other than taxes on MapDove’s income).
4.3 Payment processing. Card payments are handled by a third-party payment processor. By providing a payment method you authorize recurring charges until cancellation.
4.4 Upgrades, downgrades and renewal. Subscriptions renew automatically for successive periods of the same length unless cancelled before renewal. Upgrades take effect immediately; downgrades and cancellations take effect at the end of the current period. Except as required by law or stated in an Order, fees are non-refundable.
4.5 Late payment. If payment fails, we may, after notice, suspend paid features or move the Organization to the Free plan until payment is received.
4.6 Price changes. We may change prices for future periods with at least 30 days’ notice. Changes do not affect a prepaid term.
5. Customer obligations and acceptable use
Customer will use the Services in compliance with applicable law, the Documentation and the Acceptable Use Policy, which is incorporated into these Terms. Without limitation, Customer will not:
- attempt to re-identify individuals, track or surveil any person, or combine Output with other data to do so;
- resell, sublicense, redistribute or make MapDove Data available as a standalone dataset, or scrape or bulk-extract it beyond the API limits of its plan;
- reverse engineer the Services except to the extent such restriction is prohibited by law;
- circumvent usage limits, authentication or security controls, or share accounts or keys across organizations;
- use the Services to build a competing product or dataset;
- upload unlawful content, malware or data Customer has no right to process.
6. Customer Content and data protection
6.1 Ownership. As between the parties, Customer owns Customer Content. Customer grants MapDove a worldwide, limited license to host, process, transmit and display Customer Content solely to provide, secure and support the Services.
6.2 Personal data. Each party will comply with applicable data protection laws. MapDove’s processing of personal data on Customer’s behalf is governed by the Data Processing Addendum. MapDove’s handling of account information is described in the Privacy Policy.
6.3 Real data feeds. Where an Order provides for Customer-supplied or licensed data, Customer represents that it has all rights and consents needed for MapDove to process that data, and that it is aggregated (for example, to place and day) and does not identify individuals, unless otherwise agreed in writing.
6.4 Aggregate service data. MapDove may collect and use technical and usage metrics about the Services (for example request counts, feature usage, error rates) to operate and improve them, provided that such data does not identify Customer or any individual.
6.5 Security. MapDove maintains reasonable administrative, technical and physical safeguards designed to protect Customer Content, as further described in the Data Processing Addendum.
7. Intellectual property
7.1 MapDove property. MapDove and its licensors own the Services, MapDove Data, models, software, Documentation and all related intellectual property. No rights are granted except as expressly stated.
7.2 Output. Subject to these Terms and payment of fees, Customer may use Output for its internal business purposes and may include reasonable excerpts (such as charts, tables and maps) in internal and client-facing reports, provided that Output is not redistributed as a dataset and that demo-data Output is labeled as synthetic.
7.3 Feedback. If Customer provides suggestions or feedback, MapDove may use them without restriction or obligation.
8. Confidentiality
Each party will protect the other’s non-public information disclosed under these Terms with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors who need to know and are bound by similar obligations. These obligations do not apply to information that is public through no fault of the recipient, already known, independently developed, or lawfully received from a third party. A party may disclose information when legally compelled, after giving notice where permitted.
9. Warranties and disclaimers
9.1 Mutual. Each party warrants that it has the authority to enter into these Terms.
9.2 MapDove. MapDove warrants that paid Services will perform materially in accordance with the Documentation. Customer’s exclusive remedy for breach of this warranty is for MapDove to use reasonable efforts to correct the non-conformity or, if it cannot, to terminate the affected Services and refund prepaid fees for the remaining term.
9.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES, MAPDOVE DATA AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. MAPDOVE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. MAPDOVE DOES NOT WARRANT THAT ANY FORECAST, SCORE OR OTHER OUTPUT WILL BE ACCURATE OR THAT ANY BUSINESS RESULT WILL BE ACHIEVED. FREE PLANS ARE PROVIDED WITHOUT ANY WARRANTY.
10. Indemnification
10.1 By MapDove. MapDove will defend Customer against third-party claims alleging that the Services, as provided by MapDove, infringe that party’s intellectual property rights, and pay resulting damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Content, combinations with items not provided by MapDove, or use in breach of these Terms.
10.2 By Customer. Customer will defend MapDove against third-party claims arising from Customer Content, Customer’s use of Output, or Customer’s breach of Section 5 or the Acceptable Use Policy, and pay resulting damages and costs finally awarded or agreed in settlement.
10.3 Procedure. The indemnified party will give prompt notice, reasonable cooperation and sole control of the defense to the indemnifying party, which may not settle a claim imposing obligations on the indemnified party without its consent.
11. Limitation of liability
11.1 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.
11.2 EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO MAPDOVE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR USD 100 FOR FREE PLANS).
11.3 The limits in 11.1 and 11.2 do not apply to Customer’s payment obligations, a party’s indemnification obligations, breach of Section 5, or liability that cannot be limited by law.
12. Term, suspension and termination
12.1 Term. These Terms apply from first acceptance until all subscriptions have ended.
12.2 Suspension. MapDove may suspend access, with notice where practicable, if Customer’s use poses a security risk, violates the Acceptable Use Policy, or would expose MapDove to liability, or for non-payment. We will limit suspension to what is reasonably necessary.
12.3 Termination. Customer may cancel at any time from the billing settings, effective at the end of the current period. Either party may terminate for material breach not cured within 30 days of notice.
12.4 Effect. On termination, access ends and Customer must stop using MapDove Data. For 30 days after termination Customer may request an export of its Customer Content; after that MapDove will delete it in accordance with the Data Processing Addendum, except as required by law. Sections that by their nature should survive (including 4 for unpaid fees, 5, 7, 8, 9.3, 10, 11, 13) survive.
13. General
13.1 Governing law and venue. These Terms are governed by the laws of [jurisdiction], without regard to conflict-of-law rules. The courts located in [venue] have exclusive jurisdiction.
13.2 Export and sanctions. Each party will comply with applicable export control and sanctions laws.
13.3 Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition or sale of substantially all relevant assets, with notice.
13.4 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control (other than payment obligations).
13.5 Notices. Notices to MapDove go to legal@mapdove.com and MapDove, Inc., [address]. Notices to Customer go to the email of the Organization owner.
13.6 Changes to these Terms. We may update these Terms. For material changes we will give at least 30 days’ notice by email or in the Services; changes apply from the next renewal unless required sooner by law. Continued use after the effective date constitutes acceptance.
13.7 Entire agreement and order of precedence. These Terms, the Acceptable Use Policy, the Data Processing Addendum and any Order are the entire agreement. If they conflict, the order of precedence is: Order, Data Processing Addendum, these Terms, Acceptable Use Policy.
13.8 Miscellaneous. If a provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver. The parties are independent contractors. There are no third-party beneficiaries.
Contact
MapDove, Inc. · [address] · legal@mapdove.com