CleverMaps Services Agreement
This CleverMaps Services Agreement (the “Agreement”) is between you and CleverMaps, a.s. , with registered office at Vídeňská 101/119, Dolní Heršpice, 619 00 Brno, Czech Republic, company ID 03728277 (“CleverMaps”). If you agree to this Agreement not as an individual but on behalf of your company, then “Customer” or “you” means your company, and you are binding your company to this Agreement. CleverMaps may modify this Agreement from time to time, subject to the terms in "Changes to this Agreement" section below.
1. Scope of the Agreement
This Agreement governs your initial purchase as well as any future purchases made by you that reference this Agreement. This Agreement includes any Orders, and any other referenced policies and attachments.
2. Types of CleverMaps Services
This Agreement governs (a) CleverMaps hosted or cloud-based services and (b) any related support or maintenance services provided by CleverMaps. Services in (a) and (b), together with related Documentation, are referred to as “Services”. The Services and their permitted use are further described in CleverMaps' standard documentation (“Documentation”).
3. Account Registration
You may need to register for an CleverMaps account in order to place orders or access or receive any Services. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.
4.1. Directly with CleverMaps
CleverMaps' Services order or purchase flow (“Order”) will specify your authorized scope of use for the Services, which may include: (a) number and type of Authorized Users (as defined below), (b) storage or capacity, or (c) other restrictions or billable units (as applicable, the “Scope of Use”).
4.2. Reseller Orders
This Agreement applies whether you purchase our Services directly from CleverMaps or through CleverMaps authorized resellers (each, a “Reseller”). If you purchase through a Reseller, your Scope of Use shall be as stated in the Order placed by Reseller for you, and Reseller is responsible for the accuracy of any such Order. Resellers are not authorized to make any promises or commitments on CleverMaps' behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.
5. Authorized Users
Only the specific individuals for whom you have paid the required fees and whom you designate through the applicable Services (“Authorized Users”) may access and use the Services. Authorized Users may be your or your Affiliates’ employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. You are responsible for compliance with this Agreement by all Authorized Users. All use of Services by you and your Authorized Users must be within the Scope of Use and solely for the benefit of you or your Affiliates. “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.
6. Services Terms and Conditions
6.1. Access to Services
Subject to the terms and conditions of this Agreement, CleverMaps grants you a non-exclusive right to access and use the Services during the applicable Subscription Term (as defined below) in accordance with this Agreement, your applicable Scope of Use and the Documentation. If CleverMaps offers client software (e.g., a desktop or mobile application) for any Service, you may use such software solely with the Service, subject to the terms and conditions of this Agreement. You acknowledge that our Services are on-line, subscription-based Services and that we may make changes to the Services from time to time.
6.2. Subscription Terms and Renewals
Services are provided on a subscription basis for a set term specified in your Order (“Subscription Term”). Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
Subscription Term is calculated based on workspace configuration and user access at the time of Order. If the limits of workspace configuration and users are exceeded for more than 10 % in two (not-necessarly consecutive) months or in one month for more than 30 % of the Subscription Term, after receiving a notification about the excess values, then CleverMaps is entitled to charge the excessive workspace configuration and user access fees according to the pricing valid at the time of excess.
6.3. User IDs and Passwords
You must ensure that all Authorized Users keep their user IDs and passwords for the Services strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify CleverMaps of any unauthorized use of which you become aware.
6.4. Your Data
“Your Data” means any data, content, code or other materials of any type that you upload, submit or otherwise transmit to or process through Services. You will retain all right, title and interest in and to Your Data in the form provided to CleverMaps. Subject to the terms of this Agreement, you hereby grant to CleverMaps a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Service to you and (b) for Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Service. CleverMaps may also access your account or instance in order to respond to your support requests.
CleverMaps implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
6.6. Data Limits
There may be storage and/or data amount limits associated with a particular Service. These limits are described in the services descriptions on our websites or in the Documentation for the particular Service. CleverMaps reserves the right to charge for additional storage or overage fees at the rates specified on our website. We may impose new, or may modify existing, data and storage limits for the Services at any time in our discretion, with or without notice to you.
6.7. Responsibility for Your Data
You must ensure that your use of Services and all Your Data is at all times compliant with all applicable local, state, federal and international laws and regulations (“Laws”). You represent and warrant that:
6.7.1. you have obtained all necessary rights, releases and permissions to provide all Your Data to CleverMaps and to grant the rights granted to CleverMaps in this Agreement and
6.7.2. Your Data and its transfer to and use by CleverMaps as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under Section 7.5 (Security), CleverMaps assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.
6.7.3. Sensitive Data: You will not submit to the Services (or use the Services to collect): (i) any personally identifiable information, except as necessary for the establishment of your CleverMaps account; (ii) any other information subject to regulation or protection under specific laws, collectively, “Sensitive Data”. Notwithstanding any other provision to the contrary, CleverMaps has no liability under this Agreement for Sensitive Data.
6.7.4. Indemnity for Your Data: You will defend, indemnify and hold harmless CleverMaps from and against any loss, cost, liability or damage, including attorneys’ fees, for which CleverMaps becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of CleverMaps at your expense.
6.8. Removals and Suspension
CleverMaps has no obligation to monitor any content uploaded to the Services. Nonetheless, if we deem such action necessary based on your violation of this Agreement or our guidelines, we may (1) remove Your Data from the Services or (2) suspend your access to the Services. We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Service or other users, we may suspend your access immediately without notice. You will continue to be charged for the Service during any suspension period. We have no liability to you for removing or deleting Your Data from or suspending your access to any Services as described in this section.
6.9. Deletion at End of Subscription Term
We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term.
We will deliver the applicable login instructions to the email addresses specified in your Order when we have received payment of the applicable fees. All deliveries under this Agreement will be electronic. For the avoidance of doubt, you are responsible for installation of any software necessary for use of the Services.
7. Financial Terms
You agree to pay all fees in accordance with each Order. Unless otherwise specified in your Order, you will pay all amounts in Czech Crowns at the time you place your Order. All amounts are non-refundable, non-cancelable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any Services beyond the current Subscription Term or feature enhancements. You agree that we may bill your credit card for renewals, additional users, and unpaid fees, as applicable. If you purchase any Services through a Reseller, you owe payment to the Reseller as agreed between you and the Reseller, but you acknowledge that we may terminate your rights to use Services if we do not receive our corresponding payment from the Reseller.
If the client exceeds any limit for more than 10 % after receiving notification about any excess, then CleverMaps is entitled to suspend all or some of the services untill the parties reach an agreement on the settlement for the excess.
Your payments under this Agreement exclude any taxes or duties payable in respect of the Services in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by CleverMaps, you must pay to CleverMaps the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to CleverMaps any such exemption information, and CleverMaps will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
8. No-Charge Services
We may offer certain Services to you at no charge, including free accounts, trial use, and access to Beta Versions as defined below (“No-Charge Services”). Your use of No-Charge Services is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use No-Charge Services for competitive analysis or similar purposes. We may terminate your right to use No-Charge Services at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta Services we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Services. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section 8 (No-Charge Services). All information regarding the characteristics, features or performance of Beta Versions constitutes CleverMaps' Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Services, including any Support and Maintenance, warranty, and indemnity obligations.
Except as otherwise expressly permitted in this Agreement, you will not: (a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Services to a third party, (b) use the Services for the benefit of any third party, (c) incorporate any Services into a product or service you provide to a third party, (d) interfere with any license key mechanism in the Services or software or otherwise circumvent mechanisms in the Services or Services intended to limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services or Services, except as permitted by law, (f) remove or obscure any proprietary or other notices contained in any Services, or (g) publicly disseminate information regarding the performance of the Services.
At our request, you agree to provide a signed certification that you are using all Services pursuant to the terms of this Agreement, including the Scope of Use. You agree to allow us, or our authorized agent, to audit your use of the Services. We will provide you with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to CleverMaps at law or equity or under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third party licensors or assign the audit rights specified in this Section to such licensors.
11. Ownership and Feedback
Services are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. CleverMaps and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Services (including all No-Charge Services), their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for CleverMaps, including without limitation as they may incorporate Feedback as defined below (“CleverMaps Technology”). From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to CleverMaps (“Feedback”). CleverMaps may in connection with any of its Services or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits CleverMaps' right to independently use, develop, evaluate, or market Services, whether incorporating Feedback or otherwise.
Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure. Any CleverMaps Technology and any performance information relating to the Services shall be deemed Confidential Information of CleverMaps without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Product.
13. Term and Termination
This Agreement is in effect for as long as you have a valid Subscription Term (the “Term”), unless sooner terminated as permitted in this Agreement. Either party may terminate this Agreement before the expiration of the Term if the other party materially breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach. Either party may also terminate the Agreement before the expiration of the Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. You may terminate this Agreement at any time with notice to CleverMaps, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Services. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once the Agreement terminates, you (and your Authorized Users) will no longer have any right to use or access any Services, or any information or materials that we make available to you under this Agreement, including CleverMaps Confidential Information. You are required to delete any software provided by CleverMaps from your systems as applicable (including any third party systems operated on your behalf) and provide written certification to us that you have done so at our request.
14. Termination or Expiration
The following provisions will survive any termination or expiration of this Agreement: Sections 6.7.4 (Indemnity for Your Data), 7 (Payment), 7.2 (Taxes), 8 (No-Charge Services) (disclaimers and use restrictions only), 9 (Restrictions), 10 (Audits), 11 (Ownership and Feedback), 12 (Confidentiality), 13 (Term and Termination), 16 (Warranty Disclaimer), 17 (Limitation of Liability), 21 (Dispute Resolution), 22 (Export Restrictions), and 24 (General Provisions).
15. Due Authority
Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
16. Warranty Disclaimer
ALL SERVICES ARE PROVIDED “AS IS,” AND CLEVERMAPS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NONINFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. CLEVERMAPSSHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF CLEVERMAPS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CLEVERMAPS NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SERVICES OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE SERVICES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE SERVICES (OR ANY DATA, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICES (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
17. Limitation of Liability
NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR SERVICES IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE SERVICES SHALL BE US$20. THIS SECTION 17 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU UNDER ANY ORDERS, (2) EITHER PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR (3) YOUR BREACH OF SECTION 9 (RESTRICTIONS) OR SECTION 2 (COMBINING THE SERVICES WITH OPEN SOURCE SOFTWARE) OF THIRD PARTY CODE IN CLEVERMAPS SERVICES). TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SUPPLIERS OF ANY THIRD PARTY COMPONENTS INCLUDED IN THE SERVICES WILL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER. The parties agree that the limitations specified in this Section (Limitation of Liability) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
18. IP Indemnification by CleverMaps
We will defend you against any claim brought against you by a third party alleging that a Product, when used as authorized under this Agreement, infringes a United States or European Union patent or registered copyright (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to settlement by CleverMaps (including reasonable attorneys’ fees) arising out of a Claim, provided that we have received from you: (a) prompt written notice of the claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the claim, including providing us a copy of the claim and all relevant evidence in your possession, custody or control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the claim. If your use of a Service is (or in our opinion is likely to be) enjoined, if required by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure a license for your continued use of the Product in accordance with this Agreement; (ii) substitute a substantially functionally similar Product; or (iii) terminate your right to continue using the Services and refund, in the case of a Service, any prepaid amounts for the terminated portion of the Subscription Term. CleverMaps' indemnification obligations above do not apply: (1) if the total aggregate fees received by CleverMaps with respect to your subscription to Services in the 12 month period immediately preceding the claim is less than US$ 50,000; (2) if the Product is modified by any party other than CleverMaps, but solely to the extent the alleged infringement is caused by such modification; (3) if the Services are used in combination with any non-CleverMaps product, software or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of Services; (5) to any Claim arising as a result of (i) Your Data (or circumstances covered by your indemnification obligations in Section 6.7.4 (Indemnity for Your Data)) or (z) any third-party deliverables or components contained with the Services; (6) to any unsupported release of the Software; or (7) if you settle or make any admissions with respect to a claim without CleverMaps' prior written consent. THIS SECTION 18 (IP INDEMNIFICATION BY CLEVERMAPS) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS PROVIDED BY CLEVERMAPS UNDER THIS AGREEMENT.
19. Publicity Rights
We may identify you as an CleverMaps customer in our promotional materials. You may request that we stop doing so by submitting an email to email@example.com at any time. Please note that it may take us up to 30 days to process your request.
20. Improving Our Services and Services
21. Dispute Resolution
21.1. Dispute Resolution; Arbitration
In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Agreement shall proceed to arbitration by Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic according to its Rules by three arbitrators in accordance with the Rules of that Arbitration Court. Each party my ask for review of the Arbitration Award by notice presented to the other party and Arbitration court not later than 15 days from delivery of the Arbitration Award.
21.2. Governing Law; Jurisdiction
This Agreement will be governed by and construed in accordance with the applicable laws of the Czech Republic without giving effect to the principles relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions of Section 21.1 (Dispute Resolution; Arbitration) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State court in Brno, Czech Republic, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Brno, Czech Republic, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, CleverMaps may bring a claim for equitable relief in any court with proper jurisdiction.
21.3. Injunctive Relief; Enforcement
Notwithstanding the provisions of Section 21.1 (Dispute Resolution; Arbitration), nothing in this Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
21.4. Exclusion of UN Convention and UCITA
The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement.
21.5. The Uniform Computer Information Transactions Act (UCITA)
The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted.
22. Export Restrictions
You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list and (ii) that none of Your Data is controlled under the US International Traffic in Arms Regulations. The Services are restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the respective government.
23. Changes to this Agreement
We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing or technical contact you designate in the applicable Order, posting on our blog, through your CleverMaps account, or in the Service itself). If we modify the Agreement during your Subscription Term, the modified version will be effective upon your next renewal of Subscription Term, as applicable. Prices are adjusted once a year. We also may adjust the price more than once a year if other unexpected situations occur (e.g. energy price increases, etc.). In this case, if you object to the updated Agreement, as your exclusive remedy, you may choose not to renew, including canceling any terms set to auto-renew. With respect to No-Charge Services, accepting the updated Agreement is required for you to continue using the No-Charge Services. You may be required to click through the updated Agreement to show your acceptance. If you do not agree to the updated Agreement after it becomes effective, you will no longer have a right to use No-Charge Services. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.
24. General Provisions
Any notice under this Agreement must be given in writing. We may provide notice to you via email or through your account. Our notices to you will be deemed given upon the first business day after we send it. You may provide notice to us by post to CleverMaps mailing address as defined above. Your notices to us will be deemed given upon our receipt. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. You may not assign this Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms and conditions of this Agreement. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent.
This Agreement is the entire agreement between you and CleverMaps relating to the Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation). As used herein, “including” (and its variants) means “including without limitation” (and its variants). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.