Terms and Conditions of Use

Published on 27.10.20

By using our services, accessing our website or interacting in any way with the Mapcherry API you consent to the present Terms and Conditions of Use (TCU).

The following documents are integral part of the present TCU:

We suggest you carefully read these TCU and if you have any additional questions, do not hesitate to reach out at contact@mapcherry.io or consult our FAQ .

New versions of this Agreement
We reserve the right to modify or revise the Agreement at any time. The new version will be published online, also mentioning the date of publication. Your continued use of the API after the effective date of any such changes will constitute your acceptance of and agreement to such changes. If YOU DO NOT WISH TO BE BOUND TO ANY NEW TERMS, YOU MUST TERMINATE THE AGREEMENT BY IMMEDIATELY CEASING USE OF THE API.

1. Definitions.

1.1. Agreement: the current TCU, the applicable Subscription according to the Pricing Plan and Description of Packages, the Pricing Plan and Description of Packages, as well as the Privacy Policy.

1.2. Application: Client’s software and/or mobile application(s), website(s) and/or service(s) with which the Solution may be used under the Agreement.

1.3. API/APIs (“Application Program Interfaces”): developed and owned by Us, which are included in the Solution.

1.4. Business Day = working day according to Romanian law.

1.5. Credit: one Credit entitles You to 16 tiles loading or one one Request/Call/API-call. Thus. one credit can be either of the following:
(i) sixteen(16) tiles loading,
(ii) one (1) geocoding or reverse geocoding call to our API.
Each request, or call to Mapcherry’s APIs or Map tiles needs to be authenticated with a token.

1.6 Client, You, Yours: Mapcherry API client that enters into this Agreement with Us.

1.7. Confidential Information: all non-public information, in particular the Solution’s source code, and/or data of any nature including personal data, under any form including orally and any media, which is communicated, viewed, or accessed by a Party to the other Party or which is brought to the other Party’s knowledge. The existence and the execution of the Agreement shall be deemed Confidential Information under the Agreement. Confidential Information does not include: (i) any information held by the receiving Party before the date of communication thereof, as shown in a valid way by the receiving Party, notably that such information has been communicated to the latter by a third party, in a lawful way and in good faith and not subject to any restrictions on disclosure; (ii) any information which has come into the public domain at the time of its communication or since its communication, without any breach of its non-disclosure obligations by the receiving Party; (iii) any information which is developed independently by the receiving Party, without any access or knowledge of any Confidential Information as part of the development of such information; (iv) any information which is disclosed pursuant to judicial order or lawful requirement of governmental agency or by operation of law and/or (v) the open source code, used by Us within the framework of the Services, for which the publication is mandatory.

1.8. Data: any data, assets, information or material processed by You in the course of using the Services.

1.9. Key, or API Key: Access Key as defined by section 5 of the current TCU.

1.10. Package, also Plan: it identifies the existing offers We included in the Pricing Plan and Description of Packages, this document being an integral part of the TCU and available here.

1.11. Party: You and/or Us

1.12. Response: the responses to a correctly formatted Requests for location, map tiles, addresses and other related information. Responses include any response or collection of responses to a Call from a device that may include: (i) location data; (address, latitude, longitude, map tiles and other variables related to the location); or (ii) responses that may indicate the Service was unable to serve the request.

1.13. Service/Services: the access to the Solution under SaaS mode, according to any of the Plans for which You have accessed a Subscription, subject to the applicable provisions of the Agreement.

1.14. Solution: encompasses the following: (i) the standard version of Our software program(s), including the APIs, in object code, as defined in the Subscription, intended to be used exclusively on a rental basis via the Internet as “software as a service” (SaaS) within the framework of the Services, (ii) the Documentation (if any) and (iii) any Update thereof (if any).

1.15. Subscription: encompasses the following: (i) Your act of will to accessing or purchasing one of Our Plans, as defined in the Pricing Plan and Description of Packages, for the duration of the Term, (ii) the offering of The Plan itself, in particular the authorized number of monthly Credits as well as other contained elements.
By accessing a Subscription, You acknowledge to have read, understood and agreed to be bound without reservation by these TCU.

1.16. Support and Mapping Services: services as described by section 10 of the present TCU.

1.17. Term: the duration of the Service, which is one calendar year starting from the date of your Subscription. However, the Term ends earlier if during the one calendar year you upgrade or downgrade to a different Plan we offer. In this case, a new Term will start from the date of your new Subscription. The Term can not be interrupted in the manner described above during the middle of a billing cycle. A new Subscription and a new Term may only come into force at the beginning of a new billing cycle (month).

1.18. Users: the users of Your Application

1.19. We, Our: Mapcherry Labs SRL that developed and holds the Property Rights to the Solution.

2. Prerequisites

2.1. Your declarations
You declare that prior to entering into the Agreement (i) you have checked the adequacy of Our offer to your needs, (ii) you can and have the internal resources which are required for the use of the Solution and (iii) you analyzed Our offer and received all the necessary information and advice from Us to appreciate Our proposal.
You acknowledge and agree that (i) the Services are designed for and marketed to professionals only and that (ii) You may not access and use the Services, if You are a direct competitor for Us, except with Our prior written consent.

2.2. Representations
Each Party represents and warrants that it has the legal power and authority to enter into the Agreement. It is reminded that You represent and warrants that are not a direct competitor for Us.

2.3. Independent contractors
The Parties are independent contractors, acting in their own name and on their own account. In no event shall the Agreement establish any mandate, agency, franchise or any type of legal entity. Neither Party has any authority to bind the other Party to any agreement or any obligation.

3. Description of Service

We develop, sell and manage the Service called Mapcherry, a real time service that provides Responses to correctly formatted Requests for location, map tiles, addresses and other related information.

4. License Grant

Subject to Your full compliance with all of the terms and conditions of this Agreement, We grant You a license that is, in whole or in part, non-exclusive, revocable, not assignable, personal, non-transferable, non-sublicensable and limited. This license allows You to use the Mapcherry API and other materials provided by Us throughout the Term, according to the present TCU, to develop, reproduce, display and distribute Applications that interoperate with the Service. You may not use the API for any other purpose without Our prior written consent.
For the avoidance of doubt: Your representatives (employee, consultant, contractor or other) are solely authorized to access and use the Services; while You are solely responsible for their acceptance and compliance with the terms of the Agreement.

5. Access Key

In order to access the API, you must register and create an account with us. Once the account is created, you will receive your unique API Key that you will use to access the API and manage your account. You may not sell, transfer, sublicense or otherwise disclose your Key to any other party. You are responsible for maintaining the secrecy and security of your Key.
You will be responsible for taking all reasonably necessary measures to control the access and use of the Services in order to prevent unauthorized third parties from accessing the Services; it being agreed that any use of the Services is deemed made by You or any of Your representatives. We disclaim all liability for any irregular or fraudulent use of our Service. You are fully responsible for all activities that occur using your Key, regardless of whether such activities are undertaken by you or a third party. You undertake to alert Us promptly of any suspected or recognized security incident.
You are responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) for your account. We may discontinue your access to the API if such contact information is not up-to-date and/or you do not respond to communications directed to such coordinates.

6. New versions of our API, Support and Upgrades

We reserve the right to modify the Service and the API, and to release subsequent versions of the API. You may be required to use the most recent version of the API in order to maintain functionality of your Application with the Service.
You understand and agree that you are solely responsible for providing user support and any other technical assistance for your Application.

7. Monitoring Usage

You agree that we may monitor your Application’s usage of the API and you agree not to block or interfere with such efforts.

8. Usage of Service

We may limit the usage of network Calls that your Application may make via the API, or anything else about the API and the Responses it accesses, according to two cumulative criteria that must be met: the Plan you purchased and as We deem appropriate at our sole discretion.

9. Location Data

We do not track Location Data, we track information regarding Your Credits, so that our service is functional. By using the Service, you agree and consent to Our and our partners’ and licensees’ transmission, collection, maintenance, processing and use of your Responses data to provide and improve the Service and other location-based products and services.
Location data provided by the Service is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate, time-delayed or incomplete location data may lead to death, personal injury, property or environmental damage. We do not guarantee the availability, accuracy, completeness, reliability, or timeliness of location data or any other data provided by the Service.

10. Support and Mapping Services

10.1 Support Services
As part of the Paid Packages, and as from the first day of Subscription, We shall use commercially reasonable efforts to provide You with the Support Service that will be available as online assistance by e-mail to the following address contact@mapcherry.io .
The Support services include support for connection errors and errors regarding the communication with the Mapcherry API. You shall provide Us with a report that includes a screenshot and description, as well as any document and/or piece of information reasonably necessary to ensure we can provide the Support Services You shall follow Our recommendations and instructions we may provide. In any event, You are responsible for and in charge of Your technical requisites such as Your computer and/or mobile equipment, Your internet connection, the organization and internal competences which are necessary for the good performance of the Services.

10.2 Mapping services
This service provides editing of OpenStreetMap spatial databases. Adding new buildings, roads and / or updating any map features based on the latest satellite imagery. Mapping Services are offered when the Pricing Plan includes them, according to the provisions of the Pricing Plan, or on demand, according to the agreement between Parties.

10.3. Your declarations regarding Services
You declare that You have good knowledge of the internet, its characteristics and its limits. Further, it is Your responsibility to take the necessary steps for the protection of Your data, the Application, and systems. The Services may be subject to limitations, delays and other problems inherent with the use of the internet and electronic communications. In this context, You acknowledge and agree that under no circumstances, shall We be responsible for any delays, failures and/or other damages resulting from such problems. You acknowledge and agree that You are solely responsible for any costs that You may incur to access and use the Services, including the costs relating to any change thereof that may be required in the course of the Services.

We may – from time to time – interrupt the access to the Solution for the purpose of maintenance, without any indemnity.

We shall have no obligation as part of Support and Mapping Services, in particular in the following cases: (i) error caused by any use of the Solution in an inappropriate way, with third parties’ software, or the use of another version than the current version of the Solution (except any software used at Our direction), and/or the use of a version of the Solution modified by You or a third party, and more generally, any use of the Services not in compliance with the provisions of the Agreement, (ii) loss of data; (iii) negligence, willful misconduct, or fault on Your, or your personnel’s behalf; (iv) adjunction, connection or installation of a third-party software; (v) errors resulting from disruption or interruption of service provided by third parties (network, telecommunications, etc.), and/or (vi) virus.

11. Financial conditions

11.1. Fees and Pricing Plan
It is expressly agreed that fees are based on the Services purchased and not actual usage, Client choosing the Pricing Plan they opt for, according to the Packages description. The Pricing Plan is integral part of the present Terms and Conditions of Use. Please refer to this document .
The Credits not consumed are not transferable for the following month.
The billing cycle is the month. Fees are based on monthly periods that begin on the date of Subscription, and each monthly anniversary date. Consequently, fees for additional Credits added throughout a monthly period will be charged for that full monthly period according to the Pricing Plan.
You are responsible for accessing the Service, the choice of the Plan, its use and of the results obtained while using the Services. You ensure that you own the necessary rights for the conclusion and execution of the Agreement, in particular the rights in relation with the Applications.

11.2. Taxes
All amounts set forth in the Agreement are stated exclusive of all customs duties and taxes of any kind (inclusively Value Added Tax), which will be in Your account and payable additionally by You. Sales taxes or similar taxes shall be charged at the rate ruling at the tax point (being the date of the invoice).

11.3. Payment terms
You shall pay all fees relating to the Services set forth in the applicable Subscription / Plan. Except as may be otherwise expressly stated, all invoices are in Euros and payable monthly, upon receipt of invoice.

11.4. Adjustment
An adjustment invoice shall be issued at the end of each concerned month, in the event that the Services are extended during the Term of the Agreement, and this, in accordance with the rates set forth in the Pricing Plan.

11.5. Late payments
Without prejudice to any damages that We are entitled to, any amount not paid by You when due shall bear the legal interest at a rate of two (2) times the legal interest rate as from the first day of late, without notice, without prejudice to any damages that We could be entitled to. The value of the interest may exceed the value of the amount due.
In addition, We may, at our sole discretion, suspend the Services fourteen (14) Calendar Days after formal notice which has remained without effect, and terminate the Agreement in accordance with section 21.3, without prejudice to any damages that We are entitled to. For the avoidance of doubt, such suspension shall not be deemed as a breach of obligations by Us.

12. Reserved Audit Rights

We reserve the right to check that the Services are used in accordance with the terms of the Agreement, throughout the Term of the Agreement and one (1) year after the termination of the Agreement for any reason whatsoever. To this end, we shall inform You, subject to a fourteen (14) Calendar Days prior notice, that it intends to audit or make audit by a non-competing third party, Your books and/or premises, to assess whether Your use of the Services is compliant with the terms of the Agreement. We shall bear the costs of such an audit.
Such audits shall occur during Your regular business days, and will not interfere unreasonably with Your business activity.
You shall cooperate in good faith with us or the third party appointed by us and shall facilitate the performance of the audit, by answering any question.
If an audit reveals that any amount is due to us, You shall immediately take the measures necessary to comply with the provisions of the Agreement and pay any amount due to us; in addition, You shall bear the audit costs, without prejudice to any damages that we might claim.

13. Proprietary Rights – Intellectual property

The Agreement is not a sale and does not convey to You any rights of ownership in or relating to the Solution, the Services, the Open Source Components, the tools, methods and/or know-how used or performed by Us or our licensors under the Agreement, and in general, any intellectual property rights owned by Us and/or our licensors. These remain Our and/or our licensors’ exclusive property to the rights, title and interest we own in and to the Service. The Software and other technology we use to provide the Services are protected by copyright, trademark, and other laws of Romania, EU and international legislation and treaties.

In this respect, the Agreement does not convey to You any rights or licenses relating to Our logo, product and/or Services names (and those of its licensors, where applicable). Consequently, We and/or our licensors retain(s) all rights, title and interest, including all related intellectual property rights, in and to the Solution, the Open Source Components and anything developed and provided under the Agreement.

Additionally, You own all right, title and interest in and to Your Confidential Information, the Application, and Data and the Agreement does not convey to Us any rights, except as otherwise set forth herein, in or to Your Confidential Information or Data or the Application.

14. Your intellectual property rights

You warrant that you own and retain all intellectual property rights in and to the Application(s) and that in general, You own the rights required for the execution of the Services on the Data and the Application. In this regard, You shall not include or transfer any illegal data through the Services. Consequently, You are responsible and fully liable for the content of the Data and intellectual property rights ownership or right of use of such Data and the Application.

15. Open Source components

Notwithstanding anything herein to the contrary, any Open Source Component embedded within the Solution, is licensed to You under their applicable license terms at the time of their provision, if required by such license terms.
The provisions of the Agreement do not apply to any Open Source Components, and under no circumstances, shall We be liable for any damages suffered by You, Your publishers or any third party, arising directly or indirectly from their use.

16. Limitations:

You are not allowed to misuse Our Service. You declare that You will not, and will not attempt to misuse our Service by any means, including the following:

– allow a third party to use the Services, except as otherwise stated in the Agreement and provided that such third party expressly undertakes to comply with the terms and conditions of use of the Services as defined in the Agreement; it being agreed that You remain responsible for any use of the Services under the Agreement;
– share Your Package with anyone; except when agreed in writing with us. If you are a vertical website builder (providing similar services to the once offered by Shopify, or Vevs) you can use or service and integrate them only after you have signed a separate agreement with us. Please contact us for further details;
– allow Our competitor to have access to the Service or to have the benefit of any other right the You have under this Agreement, unless otherwise agreed to by Us in writing;
– sell, rent, sublicense, make available or otherwise transfer, commercially exploit, and/or share the rights pertaining to the Services, in particular to the Solution, whether in part or entirely, by any means whatsoever;
– reproduce, download, make copies of the Solution, or remove the Solution from the Server, or attempt to perform such acts;
– alter, modify, translate, or reverse engineer (including for the purpose of reverse engineering, disassemble, decompile, recreate even partly, determine the source code or protocols, or trace the execution of) the Service;
– make derivative works of the Solution, or attempt to or enable third parties to perform such acts, except as may be otherwise permitted by the applicable law;
– modify or remove the copyright identifications, trademarks and/or any other intellectual property notice, appearing in and/or on the Solution, or which enables the identification of the Services;
– copy any features, functions or graphics of the Solution;
– use the Solution otherwise than as part of the Services and/or for any other purpose than those expressly stated in the Agreement;
– mine or attempt to mine the data maintained by Us for the Service;
– make any representations or statements of any kind in respect of Us or the Service that are to Your best knowledge untrue, inaccurate, incomplete, misleading, not consistent with the Service or otherwise contrary to Our interests, or otherwise in breach of this Agreement;
– probe, scan, or test the vulnerability of any system or network;
– attempt to gain unauthorized access to the Services or its related systems or networks;
– breach or otherwise circumvent any security or authentication measures;
– access, tamper with, or use non-public areas of the Service, shared areas of the Service you have not been invited to, or Our (or our service providers’) computer systems;
– interfere with or disrupt the integrity or performance of the Services or the data contained therein;
– interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
– send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts or programs;
– plant malware or otherwise use the Services to distribute malware;
– access or search the Services by any means other than our publicly supported interfaces (for example, “scraping”);
– send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
– impersonate or misrepresent your affiliation with any person or entity;
– violate the law in any way, or to violate the privacy of others, or to defame others.

17. Warranty Disclaimer

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF THE API AND THE SERVICE IS AT YOUR SOLE RISK. THE API AND THE SERVICE ARE EACH PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE, OUR SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR THE RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL NOT IN ANY CIRCUMSTANCES HAVE ANY LIABILITY WHATSOEVER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY LOSSES OR DAMAGES WHICH MAY BE SUFFERED BY YOU, YOUR USERS AND/OR A THIRD PARTY

(b) WE DO NOT WARRANT THAT (i) THE API OR THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE OPERATION OF THE API OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT KNOWN OR DISCOVERED ERRORS WILL BE CORRECTED; OR (iii) WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE OR (iv) WILL MEET YOUR EXPECTATIONS.

(c) WE ARE NOT RESPONSIBLE FOR ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE API OR THE SERVICE, ALL OF WHICH IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND YOU ACKNOWLEDGE AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OUR EMPLOYEES OR AGENTS, OR THROUGH OR FROM THE USE OF THE API OR SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

18. Liabilities and indemnity

If a court of law finds, definitively and irrevocably, that our liability is engaged, in no event shall Our aggregate liability throughout the overall Term of the Agreement exceed the amount You paid to Us for the Services during the last Term, but also not exceeding the last twelve (12) months, preceding the date on which the event at the origin of the damage arose if the Services are at the origin of such damage.

You shall indemnify and hold Us, our affiliates, our licensors, and our respective officers, employees, directors, advertisers and partners harmless from and against any and all claims, liabilities, costs, damages (actual and consequential), losses and expenses (including expertise and attorneys’ fees and costs) arising out of or in connection with a claim, in particular any claim and/or action of a third party against Us concerning the use of the Services by You, the use of the Application, any breach by You of its representations and warranties under the Agreement or any violation of a provision of the Agreement, or any other actions connected with the Your use of or interaction with, or the Application’s use of or interaction with, the Service, that infringes its intellectual property rights (notably and without limitation those relating to the Application) and/or causes any damage and/or violates any applicable law or regulation.
In the event of such a claim, we will provide notice of the claim, suit or action to the contact information we have for you, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.

19. Confidentiality: Non-disclosure and Publicity

19.1 Non-disclosure
Each Party shall consider as strictly confidential any Confidential Information, and agrees that it shall not give or disclose any Confidential Information to third parties. The Parties may disclose Confidential Information to those persons allowed to receive such Confidential Information for the exclusive purpose of performing the Agreement and who agree to be bound by the provisions of the Agreement. Each Party is responsible for ensuring that these provisions are bounding for the above mentioned persons to whom they disclose Confidential Information. Disclosure of Confidential Information is also permitted in front of the authorities that should lawfully have access to such information, provided disclosure of such information is lawfully required.
All Confidential Information shall remain the disclosing Party’s exclusive property.
In no event, shall the communication of any Confidential Information under the Agreement be construed as granting to the receiving Party – explicitly or implicitly – any right relating to the documents, materials, inventions to which Confidential Information refers to, unless otherwise stated in the Agreement. In particular, no provision of the Agreement shall be construed as granting directly or indirectly a license to the receiving Party.
The obligation of non-disclosure as stated in this section, shall remain in force three (3) years from the date of end of the Agreement, for any reason whatsoever.

19.2. Publicity
You agree to grant us a worldwide, non-exclusive, royalty-free, fully paid-up, transferable and sub licensable license to use your trademarks, service marks, and logos for the purposes of being identified as a recipient of the Services as a business reference in promoting and marketing our services with occasions such as, but no limited to: sales presentations, marketing materials, on our website and those of our affiliates, press releases an so on.

20. Non Competition

You shall not develop, directly or indirectly, any competitive solution or services during the term of the Agreement and for a period of twenty-four (24) months from the end of the Agreement for any reason whatsoever.

21. Term, termination; end of the Agreement

21.1. The full Agreement and its provisions are effective and applicable to You from the date you engage with us, accordingly.
If you decide to access a Subscription, the full Agreement will come into force and apply to You as from the date you enter into any of Our offered Plans.

21.2. Unless earlier terminated, the Subscription continues for a Term of one (1) year. As part of the Subscription, the Agreement is tacitly renewable for consecutive yearly periods, under the following conditions: at least sixty (60) days prior to the end of the ongoing contractual period, We may propose, in writing, new contractual terms and conditions to You for the period to come. Unless earlier termination in accordance with section 21.3. or notice of termination in accordance with section 21.4, the Agreement will be renewed for a yearly period under the new contractual conditions proposed by Us or otherwise, pursuant to section 11.4 if applicable.

21.3. In the event of a material breach by either Party of its contractual obligations under the Agreement, provided that such breach is not cured within fourteen (14) Calendar Days as from the receipt, or, failing that, the first presentation of the notice notifying such breach, the other Party may terminate the Agreement, by notice (including the same notice), without prejudice to any damages that such Party could be entitled to.

21.4. A subscription may be terminated by either Party during the Term, upon notice. Once a billing cycle (month) has come to pass, the subscription will also have been terminated. Agreement can be cancelled any time, but can not be terminated during the billing cycle, Provisions 11.3 will apply accordingly.

21.5. Upon termination of the Agreement for any reason whatsoever, all rights to access and use the Services, including the Solution, ends. You undertake to pay any and all undisputed amounts due to Us in accordance with section 11 above.
You acknowledge that you may export Your Data at any time during the term of the Agreement, and that You are solely responsible for the recovery of the Data. Consequently, We do not have any obligation, of any nature whatsoever, to return the Data.

21.6. All the provisions which should survive the expiration or termination of the Agreement by nature shall remain applicable, for the term necessary to give them full force, including, without limitation: ownership provisions, warranty disclaimers, indemnity and limitations of liability. We do not give prorated refunds for unused time if you cancel during the middle of a billing cycle.

22. Force majeure

22.1. Neither Party shall be liable to the other Party for any failure or delay in performing its obligations under the Agreement when such failure or delay is the exclusive result of the occurrence of the case of force majeure.

22.2. For the purposes of the Agreement, and in addition to those cases of force majeure usually recognized as such by Romanian legislation, a force majeure case consists in any unavoidable, unforeseeable and external event preventing either Party from complying with its obligations under the Agreement, and notably strikes, total or partial interruption of telecommunication or electrical networks, legal or governmental restrictions and/or legal or regulatory modifications of forms of commercialization.

22.3. The Party which raises the case of force majeure shall notify the other Party of the arising of such an event and the necessary extension of the deadlines to perform its obligations, by formal notice within a delay which shall not exceed five (5) Business Days within the framework of any Plan. At first, the case of force majeure will suspend – as of right – the performance of the Agreement. As soon as the impediment of performance due to the case of force majeure stops, the said obligations shall continue for the remaining term of the Agreement, increased to take into account the term of the suspension. However, if the case of force majeure lasts longer than thirty (30) days within the framework of the Term of the Pan, the Agreement may be terminated without further judicial formalities by either Party upon written formal notice to the other Party with immediate effect.

22.4 Each Party shall bear its own costs resulting from a case of force majeure.

23. Applicable legislation and jurisdiction, export controls, privacy

23.1. The Agreement shall be governed by and construed in accordance with Romanian Law.
Except where a breach of the defaulting Party makes the contractual relation impossible to maintain, the Parties will try to reach an out-of-court settlement for any dispute arising out of or in connection with the interpretation of the enforcement of the Agreement.
In the event that the Parties cannot reach an amicable solution, the Parties irrevocably agree that the Courts of Cluj Napoca, Romania, shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter, notwithstanding the subject matter, plurality of defendants, claim against guarantor, summary or conservatory proceedings.
A judgment in any proceedings brought in the Romanian Courts shall be conclusive and binding on each Party and may be enforced in the courts of any other jurisdiction.
Our failure to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision.
The failure of either Party to exercise in any respect any right provided for herein will not constitute a waiver of such right or provision, nor will it be deemed as a waiver of any further rights hereunder.

23. 2. Severability
If any provision of the Agreement is held to be illegal, invalid or unenforceable, as a result of any statutory or regulatory provision or after the decision of a competent court, which has become final, such provision will be replaced with terms that most closely match the intent of the provision and is in the spirit of the Agreement. All the other provisions of the Agreement, as well as the Agreement itself, will otherwise remain in full force and effect and enforceable.

23.3. Waiver
The waiver or the failure by either Party to claim a breach by the other Party of any of its obligations under the Agreement shall not be construed as a waiver of such obligation for the future. Any waiver shall only be effective subject to a writing signed by the Party entitled to enforce such obligation.

23.4. Notice
Except as may be expressly agreed otherwise, all notices pertaining to the Agreement shall be in writing, sent to the other Party address or via email, at the below indicated address for Us and at the contact address You declared within your account. If delivered by hand or post-mail, the receipt date is the one indicated in the receiving documentation. If delivered by email, the receipt date is considered to be the next working day after the email submission

24. Export controls

You acknowledge that Applications using the Service may be subject to export restrictions. In this respect, You will fully comply with all applicable export license restrictions and requirements. You will procure any necessary governmental authorizations, including any necessary licenses, approvals, permissions, or consents, where necessary for exportation of Applications using the Service. You will indemnify and hold Us harmless for any violation or alleged violation of any export control regulations by You.
In addition, You shall not export or re-export the Solution license and the Confidential Information (including by remote electronic access), directly or indirectly, to any source for use in any country in contravention of any export laws or regulations.

25. Privacy

The use of the Services shall in no event infringe the applicable laws and regulations relating in particular to the export of technologies and to the laws and regulations on data protection and notably relating to the geolocation.
Our API does not track Location Data. You are solely responsible if You choose to track or not your User’s data on your platforms and everything that comes out of that decision. We track solely data that makes our service functional, that is we track the Credits (the API-calls made by You and your Users). We do not store information on who uses our API, we only track the Requests themselves.

You acknowledge that You are subject to an automatic processing of personal data within the framework of the Agreement, for the purpose of creating files to manage Our base of clients. In respect to privacy, You have the rights granted by Romanian Law. Please refer to Our Privacy Policy, which is integral part of the present TCU.

26. Contact

Our full contact details are contact@mapcherry.io or Cluj-Napoca,41B Buna Ziua Street, ap 96, Cluj county, Romania. You can also send us a message.