Business Use Google Maps

BUSINESS USE GOOGLE MAPS AGREEMENT

This Business Use Google Maps Agreement (the Agreement) is entered into as of by and between Business Name: and Service Provider Name: .

WHEREAS

WHEREAS, Business operates a commercial enterprise and desires to incorporate certain mapping and location services (the Maps Services) into its public-facing or internal systems for business operations, marketing, and customer interaction; and

WHEREAS, Service Provider has the technical capability to provide access, integration, implementation, and support for the Maps Services under the terms set forth in this Agreement; and

WHEREAS, the parties intend to define the scope, compensation, confidentiality obligations, and allocation of risk related to the Business use of the Maps Services.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall supply, integrate, configure, and support access to the Maps Services for Business in accordance with the specifications and deliverables set forth below. Service Provider shall perform the work with commercially reasonable skill and care and in accordance with industry practice.

PAYMENT TERMS

In consideration for the Services, Business shall pay Service Provider the fees and reimbursements set forth below. All fees are exclusive of taxes unless otherwise stated. Payment obligations are non-cancellable except as expressly provided in this Agreement.

Any amounts not paid within days after the due date shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition, Service Provider may suspend access to the Maps Services for overdue accounts following written notice.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated as provided herein, continues until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Business of the obligation to pay fees for Services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and not disclose to any third party any non-public information received from the other party (Discloser) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Recipient shall use Confidential Information solely to perform or exercise its rights under this Agreement and shall protect it with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to Discloser; (b) was known to Recipient prior to its disclosure by Discloser without breach of an obligation owed to Discloser; (c) is received from a third party without breach of any obligation owed to Discloser; or (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information.

INTELLECTUAL PROPERTY AND LICENSE

All intellectual property rights in and to the Maps Services and any underlying mapping data, third-party content, or platform technology remain the sole and exclusive property of their respective owners. Service Provider grants Business a non-exclusive, non-transferable, revocable license to use the Maps Services solely for Business’s internal or customer-facing applications as set forth in this Agreement and subject to any usage limits and fees established herein.

Business shall not (i) sublicense, resell, or redistribute the Maps Services except as expressly permitted in writing; (ii) attempt to extract source code or derive the underlying data; or (iii) remove or obscure any proprietary notices.

LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or gross negligence, in no event shall either party be liable for indirect, incidental, consequential, special, or punitive damages, including loss of business, loss of profits, or loss of data. The aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the total fees paid by Business to Service Provider under this Agreement in the twelve (12) months preceding the claim.

COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including data protection and export control laws. Business is solely responsible for its use of the Maps Services and for ensuring that such use does not violate applicable legal or regulatory requirements.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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