With the forthcoming release of Mapscape v-5 Ignite, this Single User License Agreement will be updated by our legal team, in respect of its improvements, a pricing model and for use on multiple devices.
This forthcoming Mapscape version-5 Ignite does not affect existing users of Mapscape Version-4.
We can confirm that this high level development and testing phase is advancing. and Mapscape would like to thank the organisations and businesses who have registered their interest in v-5 Ignite and for your patience during this major development phase.
The following Single User License Agreement Dated: 16th June 21 remains in use for users of Mapscape Version-4, who will be able to upgrade to v-5 Ignite at no additional cost.
PLEASE READ THIS CAREFULLY BEFORE SIGNING UP FOR A FREE TRIAL OR OTHERWISE SUBMITTING YOUR ORDER FOR THE MAPSCAPE SOFTWARE.
- THIS LICENCE (Applies only to Mapscape v-4 and all previous versions).
1.1 This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and MAPSCAPE LIMITED, a company registered in England and Wales (registered under company number 12636138) whose registered office is 2 Willowherb Close, Huntington, Chester, United Kingdom, CH3 6SA (“Licensor”, “us” or “we”) for the Mapscape computer software, the data supplied with the software, and the associated media (“Software”) and associated electronic documents (“Documents”).
1.2 To the extent permitted by law, this Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. To the extent permitted by law, you agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it. To the extent permitted by law, you agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.
- PROPERTY OF LICENSOR
We license use of the Software and Documents to you on the basis of this Licence. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times. Our rights are protected by law.
The Software contains open-source software (as defined in the Open Source Initiative’s Open Source Definition (which can be found at https://opensource.org/docs/definition.php) (“Open-Source Software”)). You agree to comply with the terms of any relevant Open-Source Software licence when accessing or otherwise using the Software (copies of the relevant Open-Source Software licenses are available upon request).
- INTENDED USE
The Software and Documents are primarily intended for business users. You should not accept this Licence if you are a consumer (i.e. an individual downloading the Software outside of the course of your profession, craft or trade) unless you are a verified student (see below). All other consumers must contact us if they wish to obtain a licence of the Software.
We offer free use of the Software to full-time education students who are Student Grade members of the Arboricultural Association. To the extent that you wish to obtain a student licence of the Software, please contact the Arboricultural Association in the first instance; we will liaise with the Arboricultural Association with respect to the granting of a free student licence of the Software to you. A student’s use of the Software and Documents is limited solely for educational purposes. Without prejudice to any other rights or remedies available to us, we reserve the right to revoke your access to the Software and Documents and/or seek payment of an appropriate licence fee if, at any time, you cease to be a full-time student and/or a Student Grade member of the Arboricultural Association and/or we discover that you are using the Software and/or Documents for any purpose other than for educational purposes.
If you are an authorised student user, nothing in this Licence is intended to affect your statutory rights as a consumer.
- OPERATING SYSTEM REQUIREMENTS
5.1 In order to function, the Software requires a computer, laptop or a tablet with a minimum 10” screen and minimum resolution of 1920 x 1080 pixels and the following minimum operating requirements:
- Windows operating system (version 10);
- A minimum of 14.5gb of memory;
- A processor Dual Core 1.5Ghz;
- 4gb RAM;
- Bluetooth; and
- Mobile 4G.
5.2 To the extent permitted by law, we in no way warrant or guarantee that the Software, when taken in whole or in part, will operate in conjunction with any hardware items or software products other than with those that are expressly notified in writing by us to you as being compatible with the Software.
5.3 We may in our sole discretion recommend third party software to be used in conjunction with the Software to enhance user experience. For example, we recommend use of Dragon NaturallySpeaking, a speech recognition software developed by Nuance Communications. Any use of such third party software is at your own discretion and risk and you shall be solely responsible for any damage to your computer/laptop/device or loss of data that such third party software may cause. No advice or information, whether oral or written, obtained by you from us shall create any warranty for the third party software and you are required to undertake your own diligence in respect of such third party software before acting on any recommendation by us (particularly in respect of the compatibility of the third party software with your device).
- LICENCE FEES
6.1 The fee(s) payable by you to us (together with the dates upon which they become payable and will be billed by us) for your subscription of the Software will be as set out at the end of the online checkout process.
6.2 By placing your order with us, and agreeing to the terms of this Licence, you hereby authorise us to bill the debit or credit card you used when placing your order for the Software (or such other debit or credit card you notify to us from time to time):
- on the date upon which you place your order for the Software; and
- at the relevant intervals associated with your subscription of the Software (e.g. monthly or annually).
6.3 Throughout the term of this Licence, you must ensure that your credit card details and any other relevant billing details are kept up-to-date. Failure to do so may result in us immediately terminating this Licence.
6.4 If we have not received payment by the due date, and without prejudice to any other rights and remedies available to us:
- we may, without liability to you, disable your password, account and access to the Software and Documents; and
- interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
6.5 All amounts payable under this Licence shall be payable in pounds sterling and are non-cancellable and non-refundable.
- TECHNICAL SUPPORT
7.1 As a registered user of the Software, you will have access to a variety of customer support options that will help you make the most of the features, and functions of the Software. Details of the technical support available to you, how to request such technical support, together with the description, cost and scope of the technical support, is detailed on our website at www.mapscape.co.uk/technical-support (as may be updated from time to time).
7.2 You hereby agree to be legally bound by the specific terms that apply to the provision of technical support by us which can be located on the webpage detailed in clause 7.1 (such webpage forms part of this Licence as though set out in full here).
- OTHER AGREEMENTS
If your use of the Software and Documents is pursuant to an executed licence agreement, such licence agreement shall apply instead of this Licence.
- TERMS AND CONDITIONS
9.1 Duration. This Licence is effective from the date of your acceptance of its terms in accordance with clause 10 and shall continue in full force and effect until: (a) it expires automatically at the end of the free trial period or subscription term you have paid for; or (b) it is terminated by us in accordance with the provisions of this Licence.
9.2 Grant and Scope of Licence
- In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, for the term of this Licence we grant to you a non-exclusive, non-sub-licensable, non-transferable, revocable licence to use the Software and the Documents in the United Kingdom. This licence is personal to you as the licensee of the Software and the Documents and is for your benefit only.
- You may:
- provided you comply with the provisions in clause 9.3, make up to 1 copy of the Software for back-up purposes only; and
- use any Documents in support of the use permitted under this clause 9.2 and make up to 1 copy of the Documents as are reasonably necessary for its lawful use.
- To the extent that you want to download, install and use the Software on more than one device (or a number of other devices), you will be required to purchase separate licences for each device. If you require 10 or more licences, please contact us to discuss your requirements
- Except as expressly set out in this Licence or as otherwise permitted by law, you agree and undertake:
- not have the Software loaded onto more than 10 devices at the same time without our prior written consent;
- not allow anyone other than yourself to use the Software and Documents;
- not to copy the Software or Documents except where such copying is incidental to the normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documents;
- not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
- not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities: (A) is used only for the purpose of achieving inter-operability of the Software with another software program; and (B) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and (C) is not used to create any software which is substantially similar to the Software;
- to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
- to include our copyright notice on all entire and partial copies you make of the Software on any medium;
- not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us;
- to comply with all applicable technology control or export laws and regulations;
- not access all or any part of the Software or the Documents in order to build a product or service which competes with the Software; and
- not use the Software via any communications network or by means of remote access.
- You may not use any such software, information or documentation provided by us or obtained by you during any such reduction permitted under clause 9.3(vi) to create any software whose expression is substantially similar to that of the Software nor use such software, information or documentation in any manner which would be restricted by any copyright subsisting in it.
- We reserve the right, without liability or prejudice to any of our other rights or remedies, to temporarily disable your access to the Software and the Documents if you are found to be in breach of any of the provisions of this clause 9.3. You must contact us to re-activate your account with us and may be liable to pay to us an administration charge in connection with such re-activation.
- We also reserve the right to permanently disable your access to the Software and the Documents and terminate this Licence with immediate effect if you are found to be in breach of any of the provisions of Licence.
9.4 Intellectual Property Rights
- You acknowledge and agree that:
- all intellectual property rights in the Software (including any data contained within the Software (whether such data has been provided by us, you or any third party)) and the Documents anywhere in the world belong to us;
- that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this Licence; and
- you have no right to have access to the Software in source code form.
To the extent that we release a free supplementary software code or update of the Software incorporating “patches” and corrections of errors as the case may be (“Maintenance Release”), we will provide you with all such Maintenance Releases. We warrant that no Maintenance Release will adversely affect the then existing facilities or functions of the Software. You will install all Maintenance Releases as soon as reasonably practicable after receipt (a failure to do so may result in us being unable to support the Software or otherwise may result in additional charges being payable by you for the technical support we do provide). This clause does not apply to the provision of new versions and/or add-ons to the Software, which will be chargeable and not be issued for free.
9.6 Limited Warranty
(nothing in this clause is intended to affect your statutory rights as a consumer).
- We warrant that, for a period of 90 days from the date of your installation of the Software (“Warranty Period”):
- the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents; and
- that the Documents correctly describe the operation of the Software in all material respects.
- If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documents, we will, investigate such defect or fault. If, following our investigation, it is concluded by us (in our sole discretion) that:
- there is the presence of a defect or fault in the Software that has arisen as a result of our direct acts or omissions, we will at our sole option, either repair or replace the Software, provided that you make available all the information and documentation that may be necessary to help us to remedy and resolve the defect or fault, including sufficient information to enable us to recreate the defect or fault; or
- there is the presence of a defect or fault in the Software that has arisen as a result of something you have done or failed to do, we reserve the right to permanently disable your access to the Software and terminate this Licence with immediate effect. We also reserve the right to recover our reasonable costs and expenses incurred in investigating the alleged defect or fault.
- The warranty does not apply:
- if your system does not meet the minimum operating requirements set out in clause 5;
- if the defect or fault in the Software results from you having altered or modified the Software; or
- if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.
- We do not warrant or guarantee that:
- the use of the Software will be uninterrupted or error-free;
- the Software will be free from vulnerabilities (meaning a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability); or
- that the Software will meet any particular cybersecurity requirements you might be subject to under law or otherwise.
- You accept responsibility for the selection of the Software to achieve its intended results and acknowledge that the Software has not been developed to meet your individual requirements.
- The Software and the Documents are provided to you on an “as is” basis.
(nothing in this clause is intended to affect your statutory rights as a consumer and shall only apply to the extent that it is permitted by clause).
- We only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.
- We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
- loss of profits, sales, business, or revenue (whether direct or indirect);
- business interruption (whether direct or indirect);
- loss of anticipated savings (whether direct or indirect);
- loss or corruption of data or information (whether direct or indirect);
- loss of business opportunity, goodwill or reputation (whether direct or indirect); and
- any special, indirect or consequential loss, damage, charges or expenses.
- Other than the losses set out in clause 9.7(b) (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 110% of the fee(s) paid or payable by you under this Licence. This maximum cap does not apply to clause 9.7(d).
- Nothing in this Licence shall limit or exclude our liability for:
- death or personal injury resulting from our negligence;
- fraud or fraudulent misrepresentation;
- any other liability that cannot be excluded or limited by English law.
- This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
- We may terminate this Licence at any time and for any reason on giving to you at least 3 months’ written notice.
- We may terminate this Licence immediately by written notice to you if:
- you fail pay any amount due under this Licence on the due date for payment and you remain in default not less than 5 days after being notified in writing by us to make such payment;
- you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 5 days after the service of written notice requiring you to do so;
- you (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986; or
- you (being a sole trader) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986.
- You may terminate this Licence at any time and for any reason on immediate written notice to us.
- On termination of this Licence for any reason:
- all rights granted to you under this Licence shall cease;
- you must immediately cease all activities authorised by this Licence;
- we will permanently disable your password, account and access to the Software and Documents;
- you will immediately pay to us any sums due to us under this Licence. For the avoidance of doubt, no refunds will be issued by us in respect of any fees paid by you under or in connection with this Licence; and
- you must immediately and permanently delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
- Termination or expiry of this Licence shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Licence which existed at or before the date of termination or expiry.
- Any provision of this Licence that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Licence shall remain in full force and effect. For the avoidance of doubt, clause 9.7 shall survive termination or expiry of this Licence.
- If we have to contact you, we will do so by telephone, email or by pre-paid post to the address you provided with your order for the Software.
- Note that any notice given under this Licence:
- must be in writing;
- given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
- given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
- In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
- For the purposes of this clause 9.10, an “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control.
- If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
- our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
- we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in https://www.mapscape.co.uk/privacy/ (as may be updated from time to time) and it is important that you read that information.
- We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
- You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
- We have the right to vary, revise, update, change, modify, add to, supplement or delete terms of this Licence from time to time. Such changes will be effective once we have issued you with notice of the changes in accordance with clause 9.9. If the changes are unacceptable to you, you may terminate this Licence in accordance with clause 9.8. Your continued use of the Software and Documentation following any revision to this Licence constitutes your complete and irrevocable acceptance of any and all such changes.
- A person who is not a party to this Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.
- If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.
- Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
- This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.
- Collection of non-personal data
You acknowledge and accept that we may, from time to time, access, collect, extract or otherwise use statistical, analytical or any other data inputted by you (excluding any personal data) into the Software (which may include, for example, the location of trees surveyed) and use such data for our own commercial purposes (which may include, for example, creating a database and licensing the use of such database to an institution for research purposes). You acknowledge and accept that, to the maximum permissible extent, you have no legal claim of ownership over or in connection with any such statistical, analytical or any other data and we may use such data in our own discretion.
For the avoidance of doubt, we will not sell any personal data and this clause 10 relates solely to statistical, analytical or any other data that we collect for our own business purposes because of your use of the Software.
11.1 Whether you are seeking to obtain a free trial of the Software or otherwise wishing to purchase a licence to use the Software, you are required to agree to the terms of this Licence.
11.2 By ticking the “accept” box on the website, you agree to the terms of this Licence which will bind you (or the corporate entity which employs you or which you represent). If you do not agree to the terms of this Licence, you must not request a free trial or submit your order for the Software.
11.3 Once you have accepted the terms of this Licence and made payment to us (as applicable), you will be prompted to download a self-extracting file which, once downloaded, will unzip itself and produces an installation window that, once clicked, will install the Software on your device. We will email you with an activation key as soon as we reasonably can in order to enable your use of the Software and access to the Documents.
We would appreciate your feedback on the Software. To the extent that you provide us with feedback, you grant us a non-exclusive, irrevocable, worldwide, royalty free licence to reproduce your feedback on our marketing materials, website and our social media channels.
LAST UPDATED: 16 JUNE 2021