- Your relationship with Mapworks
- Accepting the terms
- Privacy and personal information
- Provision of Mapworks by Amristar
- Your Mapworks account
- Ownership, grant of rights, and use restrictions
- Permitted uses under Mapworks’ licenses
- License requirements
- License restrictions
- Licenses from you to Amristar
- Terminating or suspending this agreement
- Exclusion of warranties
- Limitation of liability
- Copyright policies
- Other content
- General legal terms
1. Your relationship with Mapworks
Mapworks refers to a wholly owned and administered service of Amristar Solutions Pty Ltd (“Amristar”). Mapworks is accessed via the mapworks.io Internet URL. Mapworks may include subsidiary services containing the “*.mapworks.io” brand where “*” may refer to specific instances of Mapworks. In all cases, Mapworks is used as the generic term to mean all instances of Mapworks administered by Amristar. Any instance of Mapworks not administered by Amristar, and administered through any other entity, will reflect terms applicable to the provision of that service, the terms of which may be derived from this document.
1.1 Legal Notices
- Your use of Mapworks is a legal agreement between you and Amristar referred herein as the “Terms”.
- Unless otherwise agreed in writing with Amristar, the Terms will include the terms and conditions set forth in this document.
- Before you use Mapworks you should read the Terms, and print or save a local copy for your records. Use of Mapworks implies acceptance of these Terms.
1.2 Changes to the terms
Amristar reserves the right to make changes to the Terms on occasion if necessary. When these changes are made, Amristar will make a new copy of the Terms available at the same page. You understand and agree that if you use Mapworks after the date on which the Terms have changed, Amristar will treat your use as acceptance of the updated Terms. If a modification is unacceptable to you, you may terminate the agreement by ceasing use of Mapworks.
1.3 About Mapworks
Mapworks is Software as a Service (‘SaaS’) map design studio and spatial marketplace for users to source data and deliver high fidelity mapping and location content for use by an individual, by users within an organisation, or between participating organisations. It is assumed that a user will be authorized to represent an organization, the term User is thus interchangeable with Organization as entities interacting with Mapworks.
Users are able to include data they have rights to, or data that is made publicly and commercially available through Mapworks, to develop and add value to Mapworks content. This derived content can then also be made available to others through Mapworks.
In all cases the actual contract for sale is directly between the sellers and buyers, and in all commercial transactions between buyers and sellers the fees, levies and taxes will be borne by the buyers and sellers.
1.4 Amristar and third party fees.
Access to Mapworks may be through an introductory period which may require transition to a paid account. For Mapworks this fee is specified in the payment terms for Mapworks (also referred to in section 5).
In addition to the fees applicable to the Mapworks service itself, any charges applicable for content provided through Mapworks will be subject to and acceptance of the content specific terms and conditions provided by the data/content custodian seller.
Furthermore, Amristar will excise a percentage of the payment due to the seller as a market handling fee. This fee is subject to the payment terms applicable for the data and are listed in the Standard Payment Terms page.
2. Accepting the terms
2.1 Accepting the terms or using Mapworks
In order to use Mapworks you must agree to these Terms. You can accept the Terms by:
- Clicking to accept or agree to the Terms, where this option is made available to you in the user interface of Mapworks;
- using Mapworks. In this case, you understand and agree that Amristar will treat your use of Mapworks as acceptance of the Terms from that point onwards.
2.2 Authority to accept the terms
You state that you have full power, capacity and authority to accept these Terms. If you are accepting on behalf of your employer or any other entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you do not have the legal authority to bind, please ensure that an authorized person from your entity consents to and accept these Terms.
3. Privacy and personal information
4. Provision of Mapworks by Amristar
4.1 Amristar’s subsidiaries and affiliates
Amristar may have subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates“). These companies may be providing Mapworks to you on behalf of Amristar. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide Mapworks and derivative content to you.
4.2 Limits on your use of Mapworks
You acknowledge and agree that Amristar may impose or adjust the limit on the number of transactions or resources you utilise with Mapworks; such fixed upper limits may be set by Amristar at any time and at Amristar’s discretion.
4.3 Refund policy
- Termination of service without cause
If we terminate our services to you without cause we are required to provide a pro-rated refund for period which you have paid.
- Compliance with Service Level
See Service Level Agreement terms.
- There are no other circumstances in which you will be entitled to a refund from Amristar.
- We may offer refunds at our discretion.
4.4 Service Level Agreement
For information about the Mapworks service level commitments please read the SLA document on the Mapworks website. This document is provided and updated to provide assurance of up-time in Amristar’s delivery of the Mapworks service.
4.5 Changes to the Mapworks service
- Service component upgrade: Amristar will at its discretion upgrade components of the service. In the event of any change or upgrade Amristar will issue an announcement. The new version will assure compatibility with existing applications.
- Service component termination: In situations where Amristar wishes to terminate a service component we will issue an announcement to that effect. In such cases the current component will remain available for a period of no less than 90 days from the date of notification. An upgraded replacement component will be made available during that period to allow customers to transition to this new component.
- Amristar reserves the right in its discretion to cease providing all or any part of a Mapworks component immediately without any notice in cases of:
- Possible breaches of security or material technical burden as determined by Amristar in its reasonable good faith judgment.
- Amristar is required to do so by law.
- Mapworks reliance on data or services provided by a third party partner and the relationship with such partner has expired or been terminated or requires Amristar to change the way Mapworks provides the data or services.
- Providing Mapworks could create a substantial economic burden as determined by Amristar in its reasonable good faith judgment.
- Amristar may, in its discretion as part of this continuing innovation, label certain features or functionality of Mapworks as “experimental” or “beta”. Engagement with these programs may be through invitation only and be subject different terms.
5. Your Mapworks account
5.1 Signing up for a Mapworks account
In order to access Mapworks, you must have a Mapworks account. You agree that any information you give to Amristar in connection with your Mapworks account will always be accurate, correct and up to date.
5.2 Your Passwords and account security
You agree that you will be solely responsible to Amristar for your use of Mapworks. If you become aware of any unauthorized use of your password or your account you agree to notify Amristar immediately.
5.3 Payment terms
Unless otherwise agreed in writing, you agree to the standard payment terms as published on the Mapworks website at the time of subscription.
6. Ownership, grant of rights, and use restrictions
You acknowledge and agree that Amristar, its licensors and their suppliers, as applicable, own all legal right, title and interest in and to Mapworks content, and technology, including any intellectual property rights that subsist in Mapworks content (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2 Grant of non-commercial and commercial use of Mapworks
Upon your acceptance of this Agreement, you may access, download, view, copy, and print services and content available on Mapworks site for your Use. As a condition of this grant of Commercial and Noncommercial Use license, you agree not to distribute content obtained through Mapworks to your third party customers, the terms of which protect the Intellectual Property rights of Amristar and its licensor(s). For the purposes of this Article “Commercial Use” means your authorized use of Mapworks wherein you provide Mapworks content to third parties through transactions that you and/or your third party customers generate or promote income or any other means of commercial advantage or financial gain from such use.
Inquiries regarding additional uses not provided herein may be submitted to Amristar through a Copyright information or Permissions request e-mail.
6.3 Improper use of Mapworks
Any rights not granted herein or otherwise agreed to in writing between you and Amristar are prohibited. In particular, you may not (or attempt to):
- access Mapworks or resources not made available to you through a standard web browser or Amristar products;
- reverse-engineer, decompile, access, or hack Mapworks services not made readily available to you (without consideration given to how reasonable the means used are to keep such secure);
- use Mapworks in such a manner as to adversely affect Amristar’s and Mapworks’ commercial interests;
- alter, obstruct, or remove any proprietary rights notices provided with Mapworks;
- manually or systematically harvest information contained within Mapworks;
6.4 Trademarks and logos
6.5 Third-party data and/or imagery licensing terms and use restrictions
Services provided by Mapworks may contain third-party data and/or imagery. In addition, Mapworks provides the ability to view, access and incorporate maps and content provided by other software and content providers through the use of web services and interfaces. Use of third-party content may be subject to such third party’s License Agreement or additional use restrictions. You are solely responsible for compliance with all applicable third party license agreement(s). Third party Use Restrictions may be provided with the data (such as with metadata). Amristar may modify the third party license agreement and any applicable use restrictions from time to time. It is your responsibility to check for updates to these license agreements or use restrictions. If a modification to any third party license agreement, or use restrictions is unacceptable, you may cancel your access upon written notice or discontinued use of Mapworks. Continued use of Mapworks will be deemed acceptance of any modifications.
6.6 Sharing of your content
In the event you wish to make use of the Mapworks content sharing feature by uploading or publishing any of your content to Mapworks, you hereby grant Amristar a nonexclusive, revocable, royalty free to insert a non-invasive logo of Amristar’s products and to provide end users a hypertext reference link to Mapworks from your content.
In the event you elect to provide and/or share content in Mapworks, any licensing and pricing structure will be facilitated by models made available by Mapworks. Mapworks will impose a margin upon the provision of your content upon sale. This margin is calculated and retained by Amristar upon sale of content as per the standard or established Payment Terms.
6.7 Copyright policy
Amristar’s copyright policy is to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including Australia’s Australian Copyright Act 1968, the Copyright Amendment Act 2006, and the Digital Millennium Copyright Act from the United States), and to take-down allegedly infringing materials and/or terminating the accounts of repeat infringers as such infringements are confirmed and applicable.
7. Permitted uses under Mapworks’s licenses
You agree to use Mapworks only for purposes:
- that are permitted by the Terms;
- that are permitted by any applicable third party contract, law, or regulation in the relevant jurisdictions; and
- that comply with all applicable policies or guidelines made available by Amristar.
8. License requirements
Amristar’s licenses above are subject to your adherence to the following requirements:
If you develop content in Mapworks for use by other users, you must:
- protect the privacy and legal rights of those users.
Content provided to you through Mapworks may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Mapworks, Amristar, its partners, or other third party rights holders of content indexed by Amristar. You may not delete or in any manner alter these trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
8.3 Responsibility for breaches
You agree that you are solely responsible for (and that Amristar has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Amristar may suffer) of any such breach.
9. License restrictions
Except as expressly permitted under the Terms, or unless you have received prior written authorization from Amristar or applicable Content provider, Mapworks licenses above are subject to your adherence to all of the restrictions below. Except as explicitly permitted you must not (nor may you permit anyone else to):
- access or use Mapworks or any content through any technology or means other than those provided in Mapworks or through other explicitly authorized means Amristar may designate;
- copy, translate, modify, create a derivative work of, or publicly display any content or any part thereof;
- reverse engineer, decompile or otherwise attempt to extract the source code of Mapworks or any part thereof, unless this is expressly permitted by Mapworks or required by applicable law;
- use, edit or publish content obtained through Mapworks with any other service or application where such use obscures information pertaining to use and fees applicable. For example, the number of users.
- use Mapworks in a manner that gives you or any other person unauthorised access to mass downloads or bulk feeds of any content, including but not limited to numerical latitude or longitude coordinates, imagery, and visible map data;
- delete, obscure, or in any manner alter, any warning, notice (including but not limited to any copyright or other proprietary rights notice), or link that appears in Mapworks or content therein;
- hide or mask from Mapworks the identity of your service as it uses Mapworks, including by failing to follow the identification conventions listed; or
- violate any policies Amristar may develop from time to time, including but not limited to the Mapworks policies below, under which you agree not to:
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- upload, post, transmit or otherwise make available any inappropriate, defamatory, obscene, or unlawful content;
- upload, post, transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of the rights, or have the permission of the owner or other legal justification to use such content;
- upload, post, transmit or otherwise make available messages that promote pyramid schemes, chain letters, or disruptive commercial messages or advertisements;
- upload, post, email, transmit or otherwise make available any other content, message, or communication prohibited by applicable law, the Terms or any applicable Service policies or guidelines;
- download any file posted by another that you know, or reasonably should know, cannot legally be distributed in such manner;
- impersonate another person or entity, or falsify or delete any author attributions or labels of the origin or source of Content, or other material;
restrict or inhibit any other user from using and enjoying Mapworks or any other Amristar and Mapworks services;
- delete, obscure, or in any manner alter any warning, notice (including but not limited to any copyright or other proprietary rights notice), or link that appears in Mapworks or content therein;
- interfere with or disrupt the Mapworks servers, or networks connected to Mapworks, or disobey any requirements, procedures, policies, or regulations of networks connected to Mapworks;
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Mapworks services or content or collect information about users for any unauthorized purpose;
- display content that falsely expresses or implies that such content is sponsored or endorsed by Mapworks and Amristar;
- create user accounts by automated means or under false or fraudulent pretences, or obtain or attempt to obtain multiple keys for the same URL;
- promote or provide instructional information about illegal activities;
- promote physical harm or injury against any group or individual; or
- transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
10. Licenses from you to Amristar
10.1 Content license
10.2 Brand features license
You grant to Amristar a non-transferable, non-exclusive license during the Term to use your brand to advertise that you are using Mapworks.
10.3 Authority to grant licenses
You confirm and warrant to Amristar that you have all the rights, power and authority necessary to grant the above licenses.
11. Terminating or suspending this agreement
The Terms will continue to apply until terminated or suspended by either you or Amristar as set out below. Nothing in this Section will affect Amristar’s rights regarding provision of Mapworks under Section 4 of the Terms.
11.1 Action by user
You may terminate your legal agreement with Amristar through deletion or deactivation of your Mapworks account at any time. Any outstanding payments or refunds will be subject to the established payment terms for your account at the time of termination.
Deactivating your account puts your account into suspension. Other users will no longer see your content, but we do not purge any of your information. Deactivating an account is the same as you telling us not to delete any content as you wish to reserve the right to reactivate your account at some point in the future.
When you delete your account, it will be permanently deleted from Mapworks, usually within a period of 90 days. You should only delete your account if you are sure you never want to reactivate it.
Some of the things you do on Mapworks may not be attributed to your account, like commenting or rating third party content. That information remains after you delete your account.
11.2 Termination by Amristar
At any time, Amristar may terminate its legal agreement through deletion or suspension of your account, or cease providing all or any part of Mapworks immediately without any notice if:
- you have breached any provision of the Terms (or have acted in manner that clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
- Amristar is required to do so by law (for example, due to a change to the law governing the provision of Mapworks); or
- Mapworks relies on data or services provided by a third party partner and the relationship with such partner has expired or been terminated or requires Amristar to change the way Amristar provides the data or services through Mapworks; or
- providing Mapworks could create a substantial economic burden as determined by Amristar in its reasonable good faith judgment; or
- providing Mapworks could create a security risk or material technical burden as determined by Amristar in its reasonable good faith judgment.
11.3 Content retention
We will take steps to preserve account records in connection with official criminal investigations for 90 days pending our receipt of formal legal process. You or an authorised law enforcement agency may submit formal preservation requests through a request to Amristar.
12. Exclusion of warranties
12.1 Lawful exclusion
Nothing in these terms, including sections 13 and 14, will exclude or limit Amristar’s warranty or liability for losses that may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for certain types of loss or damages. Accordingly, only the limitations that are lawful in your jurisdiction will apply to you, and Amristar’s liability will be limited to the maximum extent permitted by law.
12.2 Acceptance of risk
You expressly understand and agree that your use of Mapworks and the content is at your sole risk and that Mapworks and the content are provided “as is” and “as available.” In particular, Amristar, its subsidiaries and affiliates, and its licensors and their suppliers, do not represent or warrant to you that:
- Your use of Mapworks will meet your requirements;
- Any information obtained by you as a result of your use of Mapworks will be accurate or reliable.
12.3 Limited authority
No advice or information, whether oral or written, obtained by you from Amristar, or through or from Mapworks or content, will create any warranty not expressly stated in the terms.
12.4 Fitness for purpose
Amristar, its licensors and their suppliers further expressly disclaim all warranties and conditions of any kind, whether express or implied, including but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
13. Limitation of liability
13.1 Damages or loss
You expressly understand and agree that Amristar, its subsidiaries and affiliates, and licensors and their suppliers, will not be liable to you for:
- Any direct, indirect, incidental, special, consequential or exemplary damages that may be incurred by you, however caused and under any theory of liability (including, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data, cost of procurement of substitute goods or services, or other intangible loss); or
- Any loss or damage as a result of:
- any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on Mapworks;
- any changes that Amristar may make to Mapworks, or any permanent or temporary cessation in the provision of Mapworks (or any features within Mapworks);
- the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of Mapworks;
- your failure to provide Amristar with accurate account information; or
- your failure to keep your password or account details secure and confidential.
13.2 Knowledge advice and awareness
The limitations on Amristar’s liability to you in section 14.1 below will apply whether or not Amristar, its subsidiaries, affiliates, licensors or their suppliers have been advised of or should have been aware of the possibility of any such losses or damages.
14.1 Agree to hold harmless
You hereby agree to indemnify, defend and hold Amristar, its strategic partners, officers, directors, agents, affiliates, licensors and their suppliers (“the Indemnified Parties“) harmless from and against any claim or liability arising out of:
- your use of Mapworks in breach of the Terms or applicable policies;
- any use by users of your projects realized through Mapworks;
- any claim that your Mapworks projects or your Content violates any applicable law, including but not limited to any claim that infringes the rights of a third party.
14.2 Cooperation in defense
You will cooperate as fully as reasonably required in the defense of any claim. Amristar reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of Mapworks may be irreparable; therefore, Amristar is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies.
15. Copyright policies
It is Amristar’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.
16. Other content
16.1 External links
Mapworks may include hyperlinks to other websites or content or resources. Amristar has no control over any web sites or resources that are provided by companies or persons other than Amristar. You acknowledge and agree that Amristar is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources.
16.2 Third party availability
You acknowledge and agree that Amristar is not liable for any loss or damage that may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such websites or resources.
17. General legal terms
You agree that Amristar may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on Mapworks.
17.2 No waiver
You agree that if Amristar does not exercise or enforce any legal right or remedy contained in the Terms (or that Amristar has the benefit of under any applicable law), this will not be taken to be a formal waiver of Amristar’s rights and that those rights or remedies will still be available. Any waiver of any provision of these Terms will be effective only if Amristar expressly states in a signed writing that it is waiving a specified Term.
If any court of law that has jurisdiction rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
The Terms may be assigned by Amristar and will inure to the benefit of Amristar, its successors and assigns.
17.5 Governing law and jurisdiction; injunctive relief
The Terms, and your relationship with Amristar and Mapworks under the Terms, will be governed by Australian law without regard to its conflict of law’s provisions. You and Amristar agree to submit to the exclusive jurisdiction of the courts located in Australia, to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Amristar will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
17.6 Complete agreement
The Terms constitute the whole legal agreement between you and Amristar and govern your use of Mapworks and Content, and completely replace and supersede any prior agreements between you and Amristar, written or oral, in relation to Mapworks and Content.