Skip to content 
Terms & Conditions
Introduction
These Alignography Platform Terms and Conditions (“T&Cs”), the Order Form, and any other terms or documents incorporated by reference herein, constitute a single, binding agreement (“Agreement”) between the Person who has entered into the Agreement (“Customer”) and
Alignography, LLC, doing business as Alignography, with a place of business at 307 Whitworth Way Nashville, TN 37205.
2. Use Of The Services
a. Customer acknowledges and agrees that by accessing or using the Services, registering for an account, or clicking on a “Finish” or similar button, Customer is indicating having read and understood these T&Cs, and agrees to be bound by them. If Customer does not agree to these T&Cs, then Customer has no right to access or use the Services.
b. If Customer accepts or agrees to these T&Cs on behalf of a company (such as Customer’s employer) or another legal entity, Customer represents and warrants that:
- (i) Customer has full legal authority to bind such entity to these T&Cs,
- (ii) Customer has read and understands these T&Cs, and
- (iii) Customer agrees to these T&Cs on behalf of the entity that Customer represents.
In such an event, “Customer” will mean the legal entity Customer represents.
2. Public Purpose
a. Grant of Rights to Access and Use. Subject to the terms and conditions of the Agreement, Alignography grants Customer a non-exclusive, revocable, worldwide, non-transferable, non-sublicensable right and license to access and use the Alignography Platform and related Content during the Service Term, and to self-hosted Customers, such right and license to install the Alignography Platform and any Third-Party Materials. Alignography shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.
b. General Responsibilities. Customer is solely responsible and liable for all use of the Services resulting from access that Customer provides, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is solely responsible and liable for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions. Customer shall be responsible for obtaining any required third-party hardware and/or software, including updates thereto. Alignography is not responsible for restoring any Customer Content lost, deleted, or modified due to any action taken by Customer. Customer agrees to maintain regular backups of Customer Content. Risk of loss for the permissions and configurations settings of Customer’s account shall at all times remain with Alignography.
c. Accounts.
- i. User Accounts. To use or access the Alignography Platform, each Authorized User must register for a user account. Customer agrees to provide Alignography with accurate, complete, and up-to-date information with respect to its user accounts. Upon registration, Alignography shall provide Customer with the necessary credentials and network links or connections to allow Customer and its Authorized Users to access the Services.
- ii. Access. Customer’s user accounts will allow Customer and its Authorized Users to access the Alignography Platform with valid user credentials.
- iii. Consents. For each Authorized User, Customer shall obtain and maintain all required consents, acknowledgments, and agreements from such individual for (i) Customer’s access to Authorized User accounts and data and (ii) Authorized Users’ agreement to comply with the applicable terms of this Agreement.
- iv. Account Monitoring. Customer agrees to monitor the use of its user accounts. Customer is responsible for all use of the Alignography Platform via its user accounts, whether authorized or unauthorized, including any use of the associated API keys. Alignography is not liable for any acts or omissions by Customer in connection with its user accounts. Customer agrees to notify Alignography immediately if it knows or has any reason to suspect that its user accounts have been accessed without Customer’s authorization, or that any of the associated usernames or passwords have been stolen, misappropriated, or otherwise compromised. If Customer’s user accounts are so compromised, Customer agrees to comply with all reasonable requests Alignography may make to change Customer’s usernames and/or passwords, and to otherwise secure Customer’s user accounts.
d. Use of the Services for Original Equipment Manufacturer (“OEM”) Embedded Analytics. “OEM Embedded Analytics” is the (i.) integration of the Alignography Platform or other Alignography technology into a Customer’s own or into a third party’s software application or website; or (ii.) granting of access to and use of any part of the Services to Persons other than Customer, its corporate affiliates, or Authorized Users, when (i.) or (ii.) is for sale, income-generating, revenue-generating, or lead-generating purposes, or where such use is intended to create commercial advantage or private financial gain for Customer directly or indirectly. Alignography reserves the right to determine if Customer’s use of the Services qualifies as use requiring an OEM Embedded Analytics license and fee.
e. Third-Party Materials. Alignography may make Third-Party Materials available to Customer. For purposes of this Agreement, such Third-Party Materials are subject to their own terms and conditions, and the applicable flow through provisions referred to in the Location Data Services Addendum, available at LINK TO LOCATION DATA T&C. If Customer does not agree to abide by the applicable terms for any such Third-Party Materials, then Customer should not install or use such Third-Party Materials. Upon termination of this Agreement, Customer shall remove and destroy all Third-Party Materials from Customer’s internal systems unless otherwise allowed under the respective third-party terms of service and/or license agreements.
f. Support and Service Levels. Unless the Parties otherwise agree in writing, Alignography shall provide the Services to Customer at the service levels and with the customer support package specified in customer contract. Customer acknowledges that customer support services shall not apply to its own hardware and/or software, or to any modifications made by Customer to the Alignography Platform, nor does it apply to third parties’ hardware and/or software, even if it has been installed along with the Alignography Platform. Customer agrees that Alignography and its affiliates may collect and use technical information gathered as part of the support Services provided to Customer. Alignography may use this information to ensure proper authorization of all copies of the Alignography Platform, as well as to improve Alignography’s products or provide customized services or technologies to Customer, but for no other purpose. Alignography will not disclose this information in a form that identifies Customer to any third parties.
g. Prohibited Uses. All licenses granted in this Agreement are subject to the limitations specified in Customer’s Order Form. In addition, Customer shall not, and shall not permit any other Person to, access or use any Services except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, and shall not permit any other Person to, except as this Agreement expressly permits:
- i. interfere with or disrupt the Services or servers, networks or devices connected to the Services, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature;
- ii. inject content or code or otherwise alter or interfere with the way any of the Services are rendered or displayed in a user’s browser or device;
- iii. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Alignography Platform or any part thereof;
- iv. take any action that imposes an unreasonable load on Alignography’s infrastructure or that of Alignography’s third-party providers (where Alignography reserves the right to determine what is reasonable or unreasonable);
- v. access, tamper with or use non-public areas or parts of the Services, or shared areas of the Services that Alignography has not invited Customer to access;
- vi. access, search or create accounts for the Services by any means (for example, scraping, spidering or crawling) other than our publicly supported interfaces;
- vii. copy, modify, or create derivative works or improvements of the Services, except to the extent permitted by applicable Open Source Software licenses;
- viii. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any other Person, including through or in connection with any time-sharing, service bureau, software as a service, cloud or other technology or service;
- ix. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services, including any copy thereof;
- x. use any Services in a manner or for any purpose that infringes, misappropriates, or otherwise violates any law or Intellectual Property Right;
- xi. disseminate or transmit material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious;
- xii. creating a false identity or otherwise attempting to mislead any person as to the identity or origin of any communication;
- xiii. use the Services for purposes of competitive analysis or the development of a competing software product or service, or otherwise extract information from the Services in furtherance of competing with Alignography;
- xiv. access or use the Services in a manner intended to avoid incurring Fees (e.g., creating multiple accounts to simulate or act as a single account) or to circumvent Service-specific usage limits or quotas; or
- xv. otherwise use the Services beyond the scope of the licenses granted in this Agreement.
h. Branding and Attribution. All logos and product names appearing on or in connection with the Services are proprietary to Alignography or its licensors and/or suppliers. Customer agrees to never remove or obscure any proprietary notices, logos, or product identification labels from Alignography’s software, maps, and other content, as applicable. Unless otherwise described in the Order form or Documentation, Customer is required to display Alignography Platform branding. A subscription to a plan that includes removable branding does not waive Customer’s responsibility to provide attribution. On all maps created with the Alignography Platform, Customer must provide attribution that conforms to the attribution guidelines available at https://Alignography.com/attributions.
i. Transfer. Customer’s right to use the Services may not be transferred to anyone without Alignography’s prior written consent. Any authorized transferee shall agree in writing to be bound by this Agreement. In no event may Customer copy, loan, rent, time-share, sublicense, assign, transfer, lease, sell or otherwise dispose of Alignography’s software, data, or other Content on a temporary or permanent basis, except as expressly provided herein.
j. Suspension by Alignography. Alignography may temporarily suspend Customer’s access to any portion or all of the Services if: (A) Customer or its Authorized Users violate the terms of this Agreement, (B) in response to a credible security threat, or (C) Alignography loses access to any third-party services or products required for Customer to access the Services (any such suspension, a “Service Suspension”). Alignography will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension pursuant to this Section 5(j). Unless otherwise specified in this Agreement, any Service Suspension will not affect the Fees due hereunder.
k. Mobile SDK. If Customer’s Order Form provides for use of Alignography’s mobile SDK, then the Alignography Mobile Data Services Addendum, available at https://Alignography.com/legal/mobilesdk, shall apply.
l. Changes to Alignography Platform. Alignography may change the features and functions of the Alignography Platform, including APIs, over time. It is Customer’s responsibility to ensure that its use of the Alignography Platform is compatible with the then-current APIs. Alignography will endeavor to avoid changes to its APIs that are not backward-compatible. If any such changes become necessary, Alignography will use reasonable efforts to notify Customer prior to implementation.
m. Free Services. “Free Services” are those Services that Alignography may make available to Customer free of charge; “Purchased Services” are those Services that Customer purchases under an Order Form, as distinguished from Free Services, or those provided pursuant to a free trial. Free Services exclude Services offered as Purchased Services. Customer agrees that Alignography, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that Alignography will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Content from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if Alignography terminates Customer’s account, except as required by law, Alignography will provide Customer a reasonable opportunity to retrieve Customer Content.
3. Additional Terms Applicable To Cloud Subscriptions
a. API Usage. If Customer interacts with the Alignography Platform API, Customer must include an API key with each request to the API.
b. Intellectual Property.
- i. Customer Content.
- I. Customer’s Rights. By uploading, storing, or otherwise using the Services to process any Customer Content, Customer hereby represents and warrants that Customer or its Authorized Users own or have the necessary rights to send, upload, transmit, or otherwise provide the Customer Content to the Services, and that the provision of the Customer Content to, and use of the Customer Content by, with, or through the Services will not violate or infringe any third-party Intellectual Property Rights, or other rights, including but not limited to privacy, copyright, patent, trademark, or trade secret rights, nor will it violate the terms of any agreement between Customer and a third party, including but not limited to any non-disclosure or confidentiality agreement.
- II. Alignography’s Rights. Customer hereby grants Alignography, solely as necessary to enable Customer’s use of the Services and as otherwise may be agreed in writing by Customer, a non-exclusive, worldwide, royalty-free, transferable right and license (with the right to sublicense only to Alignography’s sub-processors, as required for the provision of the Services) to use, copy, cache, publish, display, distribute, modify, create derivative works, and store Customer Content. Alignography shall not access, use, or disclose Customer Content for any other purpose without Customer’s authorization.
- III. Removal. On termination of this Agreement, Alignography shall make commercially reasonable efforts to remove Customer Content from the Alignography Platform in a timely manner; however, Customer recognizes and agrees that caching of or references to Customer Content may not be immediately removed.
- ii. Alignography Content. Customer acknowledges that, as between Customer and Alignography, Alignography owns all right, title, and interest, including all Intellectual Property Rights, in and to the Alignography IP and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Products.
c. Service Levels. Alignography will use commercially reasonable efforts to meet the Service Commitment, as this term is defined in the Service Level Agreement, available at http://18.206.85.181/about/service-level-agreement/.
4. Charges And Payment
a. Obligation to Pay. Customer shall pay all fees set forth on the Order Form (“Fees”).
b. Bank Fees. Alignography is not responsible for any additional bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by Alignography. Currency exchange settlements will be based on agreements between Customer and the provider of Customer’s credit card.
c. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Alignography’s property, employees, or income.
d. Invoices. Unless otherwise described on Customer’s Order Form, Alignography will invoice Customer in advance, and Customer agrees that payment is due net thirty (30) days from the invoice date. Customer shall make all payments in the manner specified on its Order Form or in such other manner as Alignography may specify in writing from time to time.
e. Refunds. All payments made pursuant to this Agreement are non-refundable unless explicitly stated otherwise herein or otherwise provided by applicable law.
f. No Setoff. Customer shall pay all amounts due under this Agreement without setoff, deduction, recoupment, or withholding of any kind for amounts owed or payable by Alignography, whether under this Agreement, applicable law, or otherwise, and whether relating to Alignography’s breach, bankruptcy, or otherwise.
g. Suspension for Failure to Pay. If Customer fails to make any payment when due, then, in addition to all other remedies that may be available, if such failure continues for thirty (30) days following written notice thereof, Alignography may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.
h. Renewal. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, SUBSCRIPTIONS WILL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS EQUAL TO THE EXPIRING SUBSCRIPTION TERM, unless either Customer or Alignography (each of which is a “Party,” and together, the “Parties”) gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. Alignography will cap the per-unit pricing during any renewal term at the greater of four percent (4%) or the U.S. CPI above the applicable pricing in the prior term, unless Alignography provides Customer notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Alignography’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior Service Term will result in repricing at renewal without regard to the prior Service Term’s per-unit pricing.
5. Termination
a. Termination for Cause. Either Party may terminate this Agreement for Cause in the event the other Party has not cured its material breach of this Agreement within thirty (30) days of receiving written notice of such breach from the non-breaching Party.
b. Termination by Alignography. Alignography may terminate this Agreement immediately upon written notice to Customer if a bankruptcy or insolvency proceeding is commenced by or against Customer or if the Customer is dissolved, liquidated, or deemed insolvent.
c. Termination of Customer’s Right to Use Services. Customer’s right to use the Services will terminate immediately on the date of termination for Cause.
d. Access to Customer Content. Upon termination, Customer and Authorized Users might not have access to Customer Content. Customer is responsible for backing up Customer Content.
e. Payment Obligations upon Termination. Unless terminating for Cause, termination of the Agreement by Customer will not alter Customer’s obligations to pay all charges due to Alignography at the time of termination. If Customer terminates for Cause, Alignography will issue a partial refund, prorated based on the Service Term.
f. Numerical Limits. Unless otherwise specified, numerical limits applied to the Services, including those pertaining to Usage Quota Units, are only valid during the relevant Service Term and do not roll over to any future Service Terms.
6. Intellectual Property Rights
a. Alignography IP. Customer acknowledges that, as between Alignography and Customer, Alignography owns all right, title, and interest, including all Intellectual Property Rights, in and to all Alignography IP. With respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. This Agreement does not convey any such rights to Customer, and Customer may not use, access, or allow others to use or access the Services in any manner not permitted under this Agreement.
b. Customer Content. Customer will retain all right, title, and interest in and to Customer Content. Customer agrees that with respect to the Third-Party Materials, Customer Content, and Customer’s use of the Alignography Platform and Documentation, Customer will comply with all laws, policies, and regulations, including those pertaining to privacy and/or data protection.
c. Third-Party Materials. Customer understands that when using the Services, Customer may be exposed to Third-Party Materials that are inaccurate, offensive, indecent, or otherwise objectionable. Alignography does not endorse any Third-Party Materials or any opinion, recommendation, or advice expressed therein. Alignography will not be liable in any way for or in connection with any Third-Party Materials, including, but not limited to, any inaccuracies, errors, omissions, or intellectual property infringement within such Third-Party Materials, or for any loss or damage of any kind incurred as a result of the use of any Third-Party Materials posted, emailed, or otherwise displayed or transmitted through the Services.
d. Sharing Tools. Alignography Platform functionalities that allow Customer to share Customer Content with other users or with the public (“Sharing Tools”) enable Customer to share Customer Content with third parties, including publicly on the Internet. If Customer uses the Sharing Tools to share Customer Content with third parties, Customer grants those parties a license to use, store, cache, copy, reproduce, (re)distribute, and (re)transmit Customer Content, subject to any terms of use and access restrictions that Customer provides with such Customer Content. Alignography is not responsible for any loss, deletion, modification, or disclosure of Customer Content resulting from Customer’s use of the Sharing Tools. Customer’s use of Sharing Tools is at its sole risk. Customer agrees to indemnify and hold harmless Alignography and its subsidiaries, affiliates, officers, agents, partners, and employees from any claim or demand, including reasonable attorneys’ fees, related to its use of the Sharing Tools to share Customer Content with third parties.
e. Reservation of Rights. Alignography reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Alignography IP.
7. Indemnification
a. Alignography Indemnification. In the event any third party brings a claim against Customer based upon an allegation that the Services infringe on a copyright or misappropriate a trade secret of any third party, Alignography shall indemnify Customer and hold Customer harmless from all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such a claim, provided that Customer notifies Alignography in writing of any such claim as soon as reasonably practicable, and allows Alignography to control, and reasonably cooperates with Alignography in the defense of, any such claim and related settlement negotiations. In connection with such a claim, Alignography may:
- (i) procure for Customer the right to continue using the Services; or
- (ii) replace or modify the Services so that they are non-infringing and substantially equivalent in function.
If either of those options is not commercially practicable in Alignography’s reasonable estimation, Alignography will refund the fees that Customer has paid and cancel access to the Services.
b. Customer Indemnification. Customer agrees to indemnify and hold harmless Alignography (including its subsidiaries, affiliates, officers, agents, partners, and employees) from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising from:
- Customer’s use of the Services,
- Customer’s violation of this Agreement and any schedules, addenda, or terms incorporated by reference,
- Customer’s violation of any rights of another, including without limitation that Customer Content violates or infringes upon any copyright, trademark, patent, or other proprietary right,
- If Customer is using OEM Embedded Analytics, Customers’ end users’ use of the Services in or through such Embedded Analytics.
c. Sole Remedy. THIS SECTION SETS FORTH Alignography’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
d. Limitations. Alignography shall have no obligation to indemnify Customer for any claim that is based on:
- (i) Customer’s use of the Services other than as authorized by this Agreement;
- (ii) Customer’s failure to use updated or modified versions of the Services that have been made available to Customer;
- (iii) Customer’s use of the Services after receiving notice from Alignography to stop doing so in order to avoid infringement or misappropriation;
- (iv) the combination, operation, or use of the Services with equipment, devices, software, systems, or data that were not supplied by Alignography;
- (v) Alignography’s creation or modification of the Alignography Platform in compliance with specifications furnished by Customer; or
- (vi) any Services provided to Customer free of charge.
8. Representations And Warranties
Each Party represents and warrants to the other that:
a. Such Party is duly organized and in good standing under the laws of its jurisdiction of organization and in each other jurisdiction where such organization or good standing is required for the performance of this Agreement.
b. Such Party’s entry into and performance under this Agreement has been duly approved by all necessary corporate action and does not violate any constituent instrument of such Party.
c. Such Party’s entry into and performance under this Agreement does not violate any law or regulation, judicial or executive order, or contractual commitment by which such Party is bound.
9. Privacy
a. Alignography Privacy Policy. Alignography’s Privacy Notice, located at https://Alignography.com/about/privacy-policy, forms part of the Agreement. By using the Services, Customer agrees to the terms specified in the Privacy Notice.
b. Data Processing Addendum. Alignography’s Personal Data Processing Agreement (the “PDPA”), located at http://18.206.85.181/about/personal-data-processing-agreement/, is incorporated into and is made subject to this Agreement. The PDPA applies to the Parties to the extent that Customer Content includes any Personal Data that is subject to the European Union’s General Data Protection Regulation 2016/679 (“GDPR”), or the GDPR as entered into UK law by virtue of the United Kingdom’s European Union (Withdrawal) Act 2018 (“UK GDPR”). By using the Services, Customer agrees to the terms specified in the PDPA.
c. Compliance with Privacy Laws. Customer agrees and acknowledges that Customer determines, at its own discretion, the means by which and scope according to which it acquires any Personal Data—as well as the nature and origins of any Personal Data—that Customer includes within the Customer Content and which Customer or its Authorized Users make available to Alignography for processing by Alignography or its subprocessors in order to perform the Services. Alignography does not determine the means by which and scope according to which Customer acquires any Personal Data, nor the nature and origins of any such Personal Data. Alignography shall comply with the requirements of laws and regulations applicable to Alignography in its capacity as a Processor, as this term is defined in the PDPA, when it processes Personal Data as part of the Services. Customer is solely responsible for ensuring that it complies with any legal, regulatory, or other similar restrictions applicable to the Customer Content that Customer chooses to process with the Alignography Platform, including but not limited to Customer’s use of the Services to send marketing and other electronic communications to individuals, and Customer’s use of cookies and similar technologies in any applications Customer creates using the Services (in particular those which Alignography places for Customer at Customer’s request as part of the Services, such as to undertake analytics for Customer).
d. GDPR-Related Covenants. If Customer Content contains Personal Data:
- i. Customer agrees that Alignography acts solely as a Processor, as this term is defined in the PDPA, with respect to such Personal Data.
- ii. Customer represents and covenants that Customer has obtained, or will obtain prior to processing by Alignography or its subprocessors, all necessary approvals, consents, and/or licenses—or otherwise has a valid legal basis under applicable law(s)—for the processing of any Personal Data made available to Alignography by Customer or Authorized Users as part of the Services.
- iii. Customer shall not cause Alignography to process Sensitive Personal Data without the prior written approval of Alignography unless such Sensitive Personal Data has been converted into information that does not relate to an identified or identifiable person, or information that is rendered anonymous in such a way that a natural person is not or no longer identifiable (“Anonymous Data”) prior to such upload.
10. Digital Millennium Copyright Act Compliance
a. If you are a copyright owner or an agent thereof, and believe that any user submission or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Alignography’s designated agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
- i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- ii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works;
- iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Alignography to locate the material;
- iv. Information reasonably sufficient to permit Alignography to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address; and
- v. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
b. The designated agent to receive notifications of claimed infringement is: Alignography, LLC, Attn: Designated copyright agent, 307 Whitworth Way Nashville, TN 37205, info@Alignography.com.
11. Auditing Rights And Required Records
Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Service Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Alignography may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Alignography with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with the terms of Customer’s Order Form. Customer shall pay for the costs of the audit if the audit determines that Customer’s underpayment equals or exceeds five percent (5%) for any quarter. Such inspection and auditing rights will extend throughout the Service Term and for a period of two (2) years after the termination or expiration of this Agreement.
12. Confidentiality
a. Confidential Information. “Confidential Information” means information belonging to or in the possession or control of a Party (the “Disclosing Party”), its customers or its suppliers which is of a confidential, proprietary, or trade secret nature, including without limitation all business information, technological information, intellectual property, training materials, software, and other information related to Disclosing Party’s business, technology, products, customers, personnel or finances, that the other Party (the “Receiving Party”) has access to under this Agreement and that are not readily available to the general public (collectively, “Confidential Information”). As between Disclosing Party and Receiving Party, Confidential Information will remain the property of Disclosing Party. Receiving Party will preserve and protect all Disclosing Party Confidential Information and Receiving Party will not disclose the existence, source, or content of Confidential Information, except to its employees or contractors with a need to know and under obligation of confidentiality at least as stringent as under this Agreement.
b. Exceptions. Confidential Information will not include information that (a) is already known to Receiving Party, free of any obligation to keep it confidential; (b) is or becomes publicly known through no wrongful act of Receiving Party; (c) is received by Receiving Party from a third party without any restriction or confidentiality; (d) is independently developed by Receiving Party without reference to Disclosing Party’s Confidential Information; or (e) is disclosed to third parties by Disclosing Party without any obligation of confidentiality.
c. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
13. Auditing Rights And Required Records
Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Service Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Alignography may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Alignography with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with the terms of Customer’s Order Form. Customer shall pay for the costs of the audit if the audit determines that Customer’s underpayment equals or exceeds five percent (5%) for any quarter. Such inspection and auditing rights will extend throughout the Service Term and for a period of two (2) years after the termination or expiration of this Agreement.
14. Disclaimers
a. “As Is” Basis. EXCEPT AS OTHERWISE SET FORTH HEREIN, CUSTOMER EXPRESSLY AGREES THAT THE USE OF Alignography IS AT CUSTOMER’S SOLE RISK. THE SERVICES, MAPS AND OTHER CONTENT, INCLUDING ANY THIRD-PARTY SOFTWARE, SERVICES, MEDIA, OR OTHER CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
b. No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Alignography DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM Alignography OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
c. Service Quality. Alignography DOES NOT WARRANT THAT THE SERVICES, INCLUDING ANY SOFTWARE, MAPS, OR CONTENT OFFERED ON OR THROUGH THE SERVICES OR ANY THIRD-PARTY SITES REFERRED TO ON OR BY Alignography WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
d. Accuracy. Alignography DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS FROM THE USE OF THE SERVICES OR ANY THIRD-PARTY SITES REFERRED TO ON OR BY THE SERVICES, INCLUDING ANY MAPS RENDERED THEREBY, GEOCODING RESULTS OBTAINED OR DIRECTIONS GENERATED THEREFROM, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT IS PROVIDED FOR PLANNING PURPOSES ONLY. CUSTOMER MAY FIND THAT CERTAIN EVENTS CAUSE THE CONTENT TO DIFFER FROM CURRENT CIRCUMSTANCES OBSERVABLE ON THE GROUND. CUSTOMER MUST EXERCISE ITS BEST JUDGMENT WHEN USING ANY CONTENT AVAILABLE THROUGH Alignography.
e. Harm to Customer’s Computer System. CUSTOMER UNDERSTANDS AND AGREES THAT IT USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS SOFTWARE, SERVICES, MAPS, OR CONTENT THROUGH THE SERVICES OR ANY THIRD-PARTY SITES REFERRED TO ON OR BY THE SERVICES AT ITS OWN DISCRETION AND RISK, AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY (INCLUDING CUSTOMER’S COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR USE.
15. Limitation Of Liability And Damages
a. Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL Alignography OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM CUSTOMER’S USE OR THE INABILITY TO USE THE SERVICES, EVEN IF Alignography OR A COMPANY-AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. Limitation of Damages. IN NO EVENT SHALL THE TOTAL LIABILITY OF Alignography OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TO CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR CUSTOMER’S USE OF THE SERVICES (WHETHER IN CONTRACT, TORT [INCLUDING NEGLIGENCE], WARRANTY, OR OTHERWISE) EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER PURSUANT TO THIS AGREEMENT IN THE PRECEDING TWELVE (12) MONTHS.
c. Jurisdiction. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF CUSTOMER RESIDES IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO CUSTOMER, AND CUSTOMER MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO CUSTOMER TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH CUSTOMER IS LOCATED. Alignography DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE SERVICES, AND WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM CUSTOMER’S USE OF THE SERVICES.
d. Claim Period. CUSTOMER AND Alignography AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
16.Additional Terms
a. Incorporated Documents; Conflicts
- i. Customer’s Order Form
- ii. Order-specific agreements, including:
- I. Managed Solution Addendum and Managed Solution Terms (if applicable), available at https://Alignography.com/about/terms-of-use/
- II. Professional Services Addendum (if applicable), available at https://Alignography.com/legal/profservices
- III. Location Data Services Addendum, available at https://Alignography.com/legal/lds
- IV. Any other agreements, exhibits, appendices, addenda, or other terms incorporated by reference in this Agreement
If there is any conflict between the terms of these T&Cs, an Order Form, one of the order-specific documents listed above, or any other incorporated terms, the documents will control in the following order (from most to least controlling): the Order Form, these T&Cs, the relevant order-specific agreements, and the other incorporated terms.
b. Notice All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be sent to the email address indicated on an executed Order Form, made in writing, and in English. The Parties agree to deliver Notices to each other in electronic form. Customer’s agreement to the Agreement confirms its ability and consent to receive such Notices electronically. If the provided email address is no longer valid, the Party must promptly provide a new email address for Notices.
c. Publicity Alignography has the right to use Customer’s trademarks, service marks, and logos worldwide to identify Customer as an Alignography customer for marketing or promotional purposes. This right is granted through a non-exclusive, royalty-free, non-transferable license.
d. Non-solicitation During the term of this Agreement and for two (2) years after its expiration or termination, Customer agrees not to directly or indirectly solicit for employment any person employed by Alignography.
e. Dispute Resolution; Arbitration If a controversy or claim arises out of or relates to this Agreement, the Parties will consult and negotiate with each other to reach a satisfactory solution. If no settlement is reached within 60 days, any unresolved controversy or claim will proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The arbitration will take place in a mutually agreed-upon city, either Madrid (Spain) or Nashville, TN (United States of America). If the parties cannot agree on a city, the arbitration will proceed in Tennessee, USA. All negotiations and arbitration proceedings will be confidential. The language used in the arbitration will be English.
f. Governing Law; Jurisdiction This Agreement will be governed by and construed in accordance with the applicable laws of the State of Tennessee, USA, without giving effect to its principles relating to conflicts of laws. Any legal action, suit, or proceeding that is not subject to arbitration provisions must be brought in the State or Federal court in New York, New York, USA. Each Party submits to the personal jurisdiction of the courts in New York, New York, USA. Alignography may bring a claim for equitable relief in any court with proper jurisdiction.
g. Government Users The Services provided to U.S. Government users are considered a “commercial item” and “commercial computer software” as defined in relevant regulations. The rights acquired by U.S. Government users are subject to specific regulations. If any Authorized User is using the Services in a U.S. government capacity, the Terms are amended accordingly, as set out in the Amendment for Government Users available at https://Alignography.com/about/policy-for-government-user/.
h. Waiver A provision in this Agreement may be waived only through a written instrument executed by the Party entitled to the benefit of that provision. The failure to assert a right or insist on compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance by the other Party.
i. Severability If any provision of this Agreement is unlawful, void, or unenforceable, it will be deemed severable from the Agreement and will not affect the validity and enforceability of the remaining provisions.
j. Force Majeure A Party’s failure in its obligation of performance (except payment obligations) will be excused or delayed to the extent caused by events beyond its reasonable control (force majeure). The Party claiming the occurrence of such an event must promptly notify the other Party.
k. Export Controls Customer is responsible for complying with all applicable export and import laws, restrictions, and regulations related to the Alignography Platform and its use. This includes restrictions on destinations, end users, and end use. The Alignography Platform may be used to store export-controlled information.
l. Cooperation with Law Enforcement Alignography will cooperate with valid law enforcement requests, as described at https://Alignography.com/law-enforcement.
m. Survival Certain sections of the Agreement, including 4 (Charges and Payment), 6 (Intellectual Property Rights), 7 (Indemnification), 8 (Representations and Warranties), 12 (Confidentiality), 13 (Disclaimers), 14 (Limitation of Liability and Damages), 15 (Additional Terms), and 16 (Definitions), will survive the expiration or termination of this Agreement.
n. Relationship of the Parties This Agreement does not create any agency, partnership, joint venture, or employment relationship between the Parties. Neither Party has the authority to contract or bind the other Party.
o. Assignment This Agreement may not be assigned by either Party without the prior written consent of the other Party, except in cases of a sale of assets, merger, consolidation, acquisition, or change in control. However, Alignography may assign its rights without prior consent.
p. Entire Agreement This Agreement, along with any other documents incorporated by reference, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior understandings, agreements, representations, and warranties, both written and oral.
q. Amendment This Agreement can only be modified through a written agreement signed by both Parties.
r. No Third-Party Benefit The provisions of this Agreement solely benefit the Parties and confer no rights, benefits, or claims upon any other person or entity not a party to this Agreement.
17. Definitions
a. Authorized User: means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
b. Alignography IP: means the Services, related Documentation, and any and all intellectual property provided to Customer or its Authorized Users by Alignography in connection with the Services. For the avoidance of doubt, Alignography IP includes aggregated statistics and any information, data, or other content derived from our monitoring of Customer’s access to or use of the Services, but does not include Customer Content.
c. Alignography Platform: means Alignography’s tools, services, and APIs for the visualization and analysis of geospatial data.
d. Alignography Public APIs: means Alignography’s publicly available application programming interfaces (APIs) to interact with data, maps, and other functionalities.
e. Cause: means a breach of any representation, condition, or covenant of this Agreement by either Party (and in the case of Customer, any Authorized User).
f. Content: means all content of any type, including without limitation, data, text, graphics, maps, logos, images, illustrations, software or source code, audio and video, and animations.
g. Customer Content: means Content owned or licensed by Customer or Customer’s Authorized Users, that is stored or processed using the Services, including any Personal Data forming part of such Content.
h. Data Operation: means an operation that produces a request to one or more of the Alignography Public APIs, whether user interface-initiated or not.
i. Documentation: means Alignography’s user manuals, handbooks, and guides relating to the Services and which are provided by Alignography to Customer either electronically or in hard copy form.
j. Effective Date: means the Service Term start date, as indicated on the Order Form; if no such date is indicated, the date of last signature of the Order Form.
k. Intellectual Property Rights: means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
l. Open Source Software: means any open source software components of the Alignography Platform licensed under the terms of applicable open source license agreements included in the materials relating to the Alignography Platform. Open Source Software is composed of individual software components, each of which has its own copyright and its own applicable license conditions.
m. Order Form: means the document specifying the Services purchased by Customer, the pricing associated with such Services, and other information related to such purchase.
n. Person: means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
o. Personal Data: means information that alone or when in combination with other information may be used to identify, contact, or locate a natural person, such as name, address, email address, IP address, login credentials, profile information, or phone number, or information defined as “personal data,” “personal information,” or analogous variations of such terms under applicable privacy or data protection laws and regulations, specifically including any data relating to an identified or identifiable natural person. Personal Data excludes information that has been aggregated and/or anonymized so that it does not allow a third party to identify a specific individual.
p. Sensitive Personal Data: means Personal Data revealing government-issued or financial account numbers; racial or ethnic origin; political opinions; religious or philosophical beliefs; trade union membership; genetic data, biometric data for the purpose of uniquely identifying a natural person; data concerning health; data concerning a natural person’s sex life; or data concerning a natural person’s sexual orientation.
q. Service Term: means the period for which Customer has acquired the license and right to use the Services, as specified in the Order Form or indicated, for Customers with free or individual accounts, in Customer’s user account.
r. Services: means the specific products and services indicated on the Order Form.
s. Third-Party Materials: means materials and information, in any form or medium, including any software (including Open Source Software), documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Alignography.
t. Usage Quota Unit: means the number of units included in a Customer’s plan that are consumed by a Data Operation.
u. Any capitalized terms used but not defined herein have the meanings given to them elsewhere in the Agreement, as referenced where such terms are used.
Grow Your Business With Alignography
Have a question? Need more information? Please contact us and we will get back to you as soon as possible!
