Maptitude Supplemental Terms for SaaS

Last Updated: 19 May 2022

Caliper Corporation ("Caliper") Supplemental Terms of Use for the SaaS Product.

In conjunction with Customer’s (herein "you" or "your") purchase of a subscription for the SaaS Product, you agree as follows to these Supplemental Terms which are hereby incorporated into the Maptitude License Agreement (https://www.caliper.com/license/maptitude-license-agreement.htm) between Caliper and you (the "Agreement"). The "Supplemental Terms for Auto-Renewal" (https://www.caliper.com/license/supplemental-terms-for-auto-renewal.htm) will also apply in addition to the terms and conditions contained within this Agreement.

1. Definitions.

As used in this Agreement:

1. "Customer Data" means any data that you load, or enter, into the SaaS (including your data loaded or entered by Caliper at your request) or otherwise processed as part of the SaaS and all results from processing such data, including compilations and derivative works of such, and including Shared Maps and Published Maps.
2. "Published Map" means a map shared publicly.
3. "Shared Maps" means maps created by you using the SaaS or Maptitude and published "publicly" or shared with "teams" or "users" by you through "sharing" functionality within the SaaS.

2. Grant of Access.

Subject to all of the terms and conditions of this Agreement, Caliper hereby grants to you a limited, non-exclusive, non-transferable right to use the applicable SaaS Product during the term of this Agreement pursuant to the limits of the applicable License Type.

3. Updates to Terms.

Caliper may make changes to the terms of the Agreement from time to time and will provide notice of such change by revising the date at the top of the Terms and updating the Terms published at https://www.caliper.com/license/supplemental-terms-for-saas.htm. If Caliper makes a material change, Caliper will notify you through a prominent notice within the SaaS Product or by other reasonable means. Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of the SaaS Product will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using the SaaS Product.

4. Rights in Customer Data.

You reserve all rights in and to the Customer Data not expressly granted to you herein. Caliper acknowledges and agrees that you will continue to own all rights, title, and interests in and to all portions of the Customer Data. Caliper further acknowledges that you retain the right to use the Customer Data for any legal purpose in your sole discretion. Subject to the foregoing, you hereby grant to Caliper a non-exclusive, non-transferable, royalty-free right and license: (i) to use the Customer Data in accordance with the terms and conditions of this Agreement for the limited purposes of fulfillment of Caliper’s obligations under this Agreement; and (ii) to use in aggregate, anonymous, and de-identified form, information and data derived from Customer Data where the resulting information does not in any way identify, or allow the identification of, you or any User.

5. Your Obligations.

1. Accessing User Accounts.
   You may permit any Users to access and use the SaaS Product pursuant to this Agreement. You will ensure that only Users who have been assigned a unique user identification (“User ID”) will access and use the SaaS Product and that Users will not share User IDs with each other or with third parties. You will use commercially reasonable efforts to prevent unauthorized access to, or use of, the SaaS Product, and will notify Caliper promptly of any such unauthorized access or use. Additional Order Forms can be used to add User IDs at any time, and upon acceptance by Caliper and your payment of any additional fees, Caliper will make the SaaS Product available to the additional Users.
2. Customer Data and Security.
   You are solely responsible for all activities that occur in any Users’ accounts and for compliance with this Agreement by Users. You will: (i) have access to the Customer Data; (ii) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data submitted by you and your Users to the SaaS Product; and (iii) be responsible for all changes to and/or deletions of Customer Data and the security of all passwords and other access protocols required to access the SaaS Product.
3. Customer Data Compliance.
   You acknowledge and agree that you have all necessary rights, consents, and permissions to collect, share, and use all Customer Data under the terms of this Agreement, including granting Caliper the rights in Section 4 (Rights in Customer Data). You agree that the SaaS Product does not require any Customer Data that reveals personal information and that the use of any such Customer Data is at your discretion and incidental to the use of the SaaS Product. You further agree that Customer Data will not violate or infringe: (i) any applicable laws or regulations, including but not limited to all intellectual property rights and privacy laws; or (ii) any copyright, and that alleged copyright infringements should be reported to Caliper at dmca-agent@caliper.com pursuant to the U.S. Digital Millennium Copyright Act ("DMCA").
4. Limitations.
   Without limitation, you will not, and will not permit others to use the SaaS Product to: (i) provide access to or use of the SaaS Product by or for the benefit of any third party without Caliper's prior written consent; (ii) aid in the development of software, services, or products that are competitive with the SaaS Product; (iii) facilitate evaluation, benchmarking or other comparative analysis intended for publication without Caliper's prior written consent; (iv) provide access to the SaaS Product by a direct competitor of Caliper; (v) send any form of duplicative or unsolicited messages; (vi) harvest, collect, gather or assemble information or data regarding other users without their consent; (vii) store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (viii) propagate any software virus or other damaging programming routine; or (ix) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the SaaS Product, related systems, or the data contained therein.
5. Suspension of Service.
   In the event that you fail to comply with any of the provisions of this Agreement, Caliper will have the right, in addition to any of its other rights or remedies, to suspend your access to the SaaS Product, and to remove Customer Data.

6. Caliper Obligations.

1. Availability.
   Caliper will use commercially reasonable efforts to make the SaaS Product available, except for: (i) “Scheduled Maintenance” defined as downtime during which the SaaS Product is unavailable so that Caliper or its hosting provider can perform maintenance on some or all of the SaaS Product in order to upgrade hardware or software that operates or supports the SaaS Product, implement security measures, or address any other issues Caliper deems appropriate for the continued operation of the SaaS Product; (ii) “Force Majeure Events” defined as downtime caused by circumstances beyond Caliper’s reasonable control, including without limitation, acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire or explosions, or other events of force majeure; (iii) Internet service provider failures or delays, failure of your infrastructure, and delays not within Caliper’s control; (iv) denial-of-service (DoS) or network intrusions attacks; and (v) use of the SaaS Product on a trial basis or in test or nonproduction environments. If the SaaS Product is unavailable, you should notify Caliper by sending an email to support@caliper.com that includes your details and the details of the outage.
2. Scheduled Maintenance.
   Caliper will endeavor to give you reasonable notice of Scheduled Maintenance.
3. Exclusive Remedies.
   In the event that Caliper fails to maintain availability of the SaaS Product, or for breach of the warranties in this Agreement, your sole and exclusive remedy will be to request to terminate the Agreement and your right to use the SaaS Product.

7. Representations and Warranties.

Caliper represents and warrants that it will provide the SaaS Product and perform its other obligations under these Supplemental Terms in a commercially reasonable manner. Caliper does not warrant that the products, services, data, software underlying the SaaS, or any other materials provided pursuant to this Agreement will meet your requirements or that they or their access or use will be uninterrupted, error free, or completely secure.

8. Disclaimers, Exclusions, and Limitations of Liability.

1. Internet Delays.
   THE SAAS PRODUCT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CALIPER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
2. Disclaimer.
   EXCEPT AS EXPRESSLY REPRESENTED OR WARRANTED IN SECTION 7 OR IN THE AGREEMENT, CALIPER MAKES NO REPRESENTATIONS OR WARRANTIES UNDER THESE SUPPLEMENTAL TERMS, AND YOU ACKNOWLEDGE THAT THESE SUPPLEMENTAL TERMS ARE SUBJECT TO ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT. The foregoing limitation of liability will not apply to any matter for which liability cannot be excluded by law.

9. Survival.

The expiration or termination of these Supplemental Terms will not affect provisions of this Agreement which by their terms and meaning survive its termination, including, without limitation, the provisions of Section 5.C, 6.C, 7, 8, and 9.

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