Maptitude Supplemental Terms for SaaS
Last Updated: 19 May 2022
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.
As used in this Agreement:
- "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.
- "Published Map" means a map shared
- "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
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
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
5. Your Obligations.
- 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.
- Customer Data and Security.
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.
- Customer Data Compliance.
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
firstname.lastname@example.org pursuant to the U.S. Digital
Millennium Copyright Act ("DMCA").
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.
- 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.
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
email@example.com that includes your details and the
details of the outage.
- Scheduled Maintenance.
endeavor to give you reasonable notice of Scheduled Maintenance.
- 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.
- 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.
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.
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.