Avenza Maps Vendor Agreement
By you clicking to agree to this Avenza Map Store Vendor Agreement, which is hereby offered to You by Avenza Systems Inc. (“Avenza”), You agree with all the terms and conditions set out therein.
Avenza Map Store Sales Vendor Agreement
This Vendor Agreement is made as of the __________ day of _______, 20__ by and between Avenza Systems Inc., an Ontario Corporation having a principal business address of 84 Merton Street, Toronto, ON M4S 1A1 Canada and ______________________ (“You”), having a principal business address of ______________________________________.
Whereas Avenza Systems Inc. has created a mobile software application (“Avenza PDF Maps”) for acquiring, rendering and using digital maps on mobile devices and accompanying map stores and websites and delivery mechanisms for selling, distributing and deploying maps for use on such devices (“Map Stores”);
And whereas You are the creator, owner and/or publisher of map products (“Licensed Maps”) and are desirous of offering, selling and distributing Your map products via the Map Stores,
The parties hereto, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:
1. Appointment of Agent
1.1 You hereby appoint Avenza Systems Inc. and Avenza Systems Inc. subsidiaries (collectively “Avenza”) as Your agent or commissionaire for the marketing and delivery of the Licensed Maps to end-users world-wide and as permitted by law.
1.2 You hereby acknowledge that Avenza will market and make the Licensed Maps available for download by end-users via purchase through one or more of Apple Inc. (“Apple”) App Stores, Google Inc. (“Google”) Google Play Stores and other methods, systems and environments as Avenza may create or employ now or at any time in the future, collectively referred to as the “App Stores” or individually as “App Store”, and hereby grant permission for Avenza to do so on Your behalf. For purposes of this agreement, the term “end-user” includes actual end-users of Licensed Maps as well as authorized institutional customers, such as educational institutions, corporations and government entities approved by Avenza, which may acquire the Licensed Maps for their end-users.
1.3 Subject to section 1.2 of this agreement You acknowledge and accept thatAvenza’s relationship with the App Stores and their respective in-app purchase programs and with Avenza’s other marketing partners and Affiliates are governed by a separate series of agreements between Avenza and Apple, between Avenza and Google and between Avenza and other third-parties, as the case may be, and You agree that all relevant terms thereof shall apply to this agreement as well.
1.4 In furtherance of Avenza’s Sections 1.2 and 1.3 of this agreement, You hereby authorize and instruct Avenza to:
(a) conduct business on Your behalf in accordance with the App Stores and in-app purchase programs guidelines and agreements.
(b) use Avenza’s own Apple iTunes Connect, Google Merchant and any other applicable vendor accounts to:
i. create a unique product ID code (“SKU”) for each of the Licensed Maps or for an aggregate of the Licensed Maps based on price point, as it sees fit, pursuant to the terms of the various App Stores vendor rules and governances and any other such vendor rules as may apply.
ii. transact with Apple, Google and any other App Store system for the purpose of managing prices, selling the Licensed Maps, collecting payment, securing against illegal use and duplication and delivering purchases to end-users.
iii. manage all elements of the SKU insofar as it is represented in the App Stores, including but not limited to product descriptions, thumbnail and preview representations and pricing.
(c) market, solicit and obtain orders on Your behalf for Licensed Maps from end-users, worldwide, including presenting, displaying and making the Licensed Maps available for purchase through one or more third-parties (“Affiliates”), including but not limited to websites, brick-and-mortar retailers, advertisers, publishers, other Map Store vendors, and other avenues of promotion, discovery and distribution as Avenza may see fit to partner and engage with pursuant to its Affiliate Program.
(d) pursuant to (c), above, enter into marketing and sales agreements with Affiliates for the purpose of advertising, promoting and selling Licensed Maps to govern the relationship between Avenza and each Affiliate, and authorize Avenza to retain a portion of the proceeds of the sales of Licensed Maps for the Affiliate and remit to said Affiliate accordingly.
(e) provide hosting services to You, in order to allow for the storage of, and end-user access to, the Licensed Maps and all related content.
(f) make copies of, re-format, optimize, and otherwise prepare Licensed Maps for acquisition and download by end-users, including adding any security solutions deemed necessary by Avenza under the auspices of Avenza’sseparate agreements with the various App Stores.
(g) allow end-users to access copies of the Licensed Maps, so that end-users may acquire and electronically download those Licensed Maps.
(h) if necessary issue invoices for the purchase price payable by end-users for the Licensed Maps.
(i) use (i) screen shots and/or image thumbnails of the Licensed Maps; and (ii) trademarks and logos associated with the Licensed Maps, for promotional purposes in marketing materials, excluding those portions of the Licensed Maps, trademarks or logos You do not have the right to use for promotional purposes, and which You clearly and explicitly identify in writing at the time that the Licensed Maps are delivered by You to Avenza under this agreement, and use images and other materials that You may provide to Avenza, atAvenza’s reasonable request, for promotional purposes in marketing materials; and
(j) otherwise use Licensed Maps and associated metadata as may be reasonably necessary in the marketing and delivery of the Licensed Maps in accordance with this agreement. You agree that no royalty or other compensation is payable for the rights described above in Section 1.2 of this agreement.
1.5 The parties acknowledge and agree that their relationship under this agreement is, and shall be, that of principal and agent, or principal and commissionaire, as the case may be and that You, as principal, are, and
shall be, solely responsible for any and all claims and liabilities involving or relating to, the Licensed Maps and/or the use thereof by any and all parties, as provided in this agreement. The parties acknowledge and agree that Your appointment of Avenza as Your agent or commissionaire, as the case may be, under this agreement is non-exclusive.
1.6 The term of this agreement shall be the period beginning on the Effective Date of the Agreement, and expiring on the last day of the Agreement or any renewal thereof; provided, however, that Avenza’s appointment as Your agent or commissionaire shall survive expiration of the Agreement for a reasonable phase-out period not to exceed thirty (30) days.
2. Delivery of the Licensed Maps to Avenza
2.1 You will deliver to Avenza, at your sole expense, the Licensed Maps, related information and associated metadata, in a format and manner prescribed by Avenza, at its sole discretion, as required for the delivery of the Licensed Maps to end-users in accordance with this agreement and you agree that Avenza may change its requirements for submission from time to time at its sole discretion.
2.2 You agree that Avenza, at its sole discretion, may refuse to include any Licensed Map in the Map Store should it deem it to not be in compliance with the requirements of this agreement, any other terms or conditions of the Map Store, or if it fails any minimum performance or accuracy standards that Avenza may require of Map Store content. And you further acknowledge that said terms, conditions and/or requirements may be changed by Avenza at any time without notice. Additionally you agree that Avenza may also remove any Licensed Maps from the Map Store at its sole discretion at any time.
2.3 All Licensed Maps will be delivered by You to Avenza using software tools, a secure FTP site address and/or such other delivery methods as prescribed by Avenza.
2.4 All Licensed Maps will be delivered by You to Avenza in a digital file format specified by Avenza complete with accurate and embedded geospatial referencing metadata and tagging.
2.5 Notwithstanding Section 2.4, Avenza may, at its own sole discretion, accept Licensed Maps devoid of embedded geospatial referencing metadata and tagging and in so doing reserves the right to accordingly charge You a fee for applying such embedded geospatial referencing metadata and tagging to any Licensed Map devoid thereof.
2.6 Pursuant to Section 2.5, in the event that Avenza is required or called upon to apply any embedded geospatial referencing metadata and tagging to any Licensed Map devoid thereof and/or correct or modify any erroneous geospatial referencing metadata already contained in a Licensed Map submitted pursuant to Section 2.4, and/or re-format, optimize or otherwise prepare a Licensed Map for acquisition and download by end-users, You agree to be charged and to pay any fee prescribed by Avenza for any service thus performed.
2.7 You hereby certify that all of the Licensed Maps You deliver to Avenza under this agreement are authorized for export from the United States in accordance with all the requirements of all the United States Export Administration Regulations.
2.8 You hereby certify that all of the Licensed Maps You deliver to Avenza under this agreement are authorized for export from Canada in accordance with all the requirements of any and all Canadian export laws, regulations and/or guidelines.
2.9 You hereby certify that all of the Licensed Maps You deliver to Avenza under this agreement are authorized for export from your country of residence in accordance with all the requirements of any and all export laws, regulations and/or guidelines of your country.
2.10 Without limiting the generality of Sections 2.7, 2.8 and 2.9, You certify that (i) none of the Licensed Maps contains any military or otherwise sensitive or classified information to which any government entity may reasonably object and/or which contravenes any information embargo; (i) none of the Licensed Maps contains, uses or supports any data encryption or cryptographic functions; or (ii) in the event that any Licensed Map contains, uses or supports any such data encryption or cryptographic functionality, You have qualified that Licensed Map for export as a “mass market encryption item” in accordance with section 742.15(b)(2) of the United States Export Administration Regulations and/or any similar qualification as may apply to Canada or your country of residence, and You will provide Avenza with a PDF copy of the mass market export classification ruling (CCATS) issued by the United States Commerce Department, Bureau of Industry and Security for that Licensed Map, and/or any similar ruling document as may apply to Canada or your country of residence. You acknowledge that Avenza is relying upon Your certification in these Sections 2.7, 2.8, 2.9 and 2.10 in allowing end-users to access and download the Licensed Maps under this agreement.
2.11 Pursuant to Sections 2.1 through 2.10 of this agreement you hereby indemnify and hold Avenza harmless from all claims resulting therefrom, including but not limited to (i) inaccurate information contained in any Licensed Map; (ii) inaccurate geospatial referencing metadata and tagging attached to any Licensed Map; and (iii) any violations pursuant to Sections 2.7, 2.8, 2.9 and/or 2.10 of this agreement.
2.12 You agree that all Licensed Maps provided by You to Avenza for distribution using the mechanism described herein shall be governed by this agreement and that a separate agreement for each individual Licensed Map is not required.
3. Delivery of the Licensed Maps to End-Users
3.1 You acknowledge and understand that Avenza has put in place a separate end-user agreement (as per Schedule A, attached) governing the use and acquisition of all maps used within Avenza PDF Maps and acquired via the Map Store and you agree that the use and acquisition of your Licensed Maps shall also be governed by this agreement and you further agree that any amendments to said end-user agreement that Avenza may see fit to make from time to time shall automatically extend to all your Licensed Maps.
3.2 You hereby acknowledge and agree that delivery and payment processing of the Licensed Maps will be conducted by Apple, Google or other third parties via the App Stores under sub-agreements between Apple and Avenza, Google and Avenza and other third parties and Avenza pursuant to the App Stores agreements, in-app purchase conditions, Affiliate Program agreements, payment processing agreements and their associates mechanisms, and hereby appoint Avenza as your agent in that regard for the purpose of transacting in the Licensed Maps.
3.3 You further acknowledge and agree that pursuant to Section 3.2 of this agreement, for each map sold via the Apple App Store to iOS devices, Apple will receive a fee of 30% of the listed price of each Licensed Map for its services in that regard, that for each map sold via the Google Play Store to Android devices, Google will receive a fee of 30% of the listed price of each Licensed Map for its services in that regard, and that other third parties, including Affiliates and payment processors, will receive similar fees for their services in that regard.
3.4 You acknowledge and agree that Avenza, in the course of acting as agent and/or commissionaire for You, is hosting the Licensed Maps, and is allowing the download of those Licensed Maps by end-users, on Your
behalf. All of the Licensed Maps shall be marketed by Avenza and Affiliates, on Your behalf, to end-users at prices established by You based on the current pricing schedule attached to this agreement as Schedule B. You may change the price for any Licensed Map at any time in accordance with the pricing schedule set forth in Schedule B, or any revision thereof, by notifying Avenza accordingly in writing or by other methods that Avenza may designate. As Your agent and/or commissionaire, Avenza shall be solely responsible for the collection of all amounts payable by end-users for Licensed Maps acquired by those end-users under this agreement. You further acknowledge that the prices listed in Schedule B may change from time to time pursuant to the various App Stores’ terms and that Avenza has no control over said prices and any changes thereto.
3.5 In the event that the sale or delivery of any of the Licensed Maps to any end-user is subject to any sales, use, goods and services, value added, or other similar tax, under applicable law, responsibility for the collection and remittance of that tax for sales of the Licensed Maps to end-users will be determined in accordance with the applicable App Store agreement with Avenza and will be charged and collected by Apple or Google or other third party provider, as the case may be, in accordance with the various App Stores standard terms and conditions. You shall indemnify and hold Avenza harmless against any and all claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest thereon.
3.6 In furtherance of the parties’ respective tax compliance obligations, you acknowledge that Avenza has agreed-to and executed the applicable tax documents required by Apple, Google and other parties pursuant to the terms and conditions of their respective in-app purchase programs and that Avenza will agree-to and execute similar tax documents required by other third party providers from time to time as the case may be.
3.7 In consideration for its services as Your agent and/or commissionaire under this agreement, Avenza shall be entitled to 50% of the net of all amounts received from the various App Stores for the sale to end-users of any and all Licensed Maps distributed through the Map Store after all fees and deductions pursuant to Sections 1.4(d), 3.3, 3.5 and 3.6 hereto.
3.8 Upon collection of any amounts from the App Stores for any Licensed Map delivered to that end-user hereunder, Avenza shall deduct the full amount of its commission with respect to that Licensed Map and shall remit to You, or issue a credit in Your favour, as the case may be, the remainder of those receipts in accordance with Avenza standard business practices, including the following: remittance payments (i) are made in United States dollars; (ii) are by default made by cheque; (iii) may be made by wire transfer or credit card however in such cases the amount of any associated bank fees will be deducted from the remittance amount; (iv) are subject to minimum monthly remittance amount thresholds; (v) require You to provide certain remittance-related information; and (vi) subject to the foregoing requirements, will be made as soon as possible following the close of the monthly period in which the corresponding amount was received by Avenza from the App Stores. As soon as possible following the end of each monthly period, Avenza will make available to You a sales report in sufficient detail to permit You to identify the Licensed Maps sold in that monthly period and the total amount to be remitted to You by Avenza. You hereby acknowledge and agree that Avenza shall be entitled to a commission, in accordance with this Section 3.8 on the delivery of any Licensed Map to any end-user, even if Avenza is unable to collect the price for that Licensed Map from any App Stores or that end-user. Avenza may provide a means to enable You to receive remittances in a currency other than United States dollars. You agree that any resulting currency exchange differentials or fees charged by Avenza’s bank may be deducted from such remittances. You remain responsible for any fees (e.g., wire transfer fees) charged by Your bank or any intermediary banks between Your bank and Avenza’s bank.
3.9 In the event that any price payable by any end-user for any of the Licensed Maps is subject to (i) any withholding or similar tax; or (ii) any sales, use, goods and services, value added, or other tax or levy not collected by any App Stores or Avenza under Section 3.5 hereof; or (iii) any other tax or other government levy of whatever nature, the full amount of that tax or levy shall be solely for Your account, and shall not reduce the commission to which Avenza is entitled under this agreement.
3.10 In the event that any remittance made by Avenza to You is subject to any withholding or similar tax, the full amount of that withholding or similar tax shall be solely for Your account, and will not reduce the commission to which Avenza is entitled on that transaction. If Avenza reasonably believes that such tax is due, Avenza will deduct the full amount of such withholding or similar tax from the gross amount owed to You, and will pay the full amount withheld over to the competent tax authorities. Avenza will apply a reduced rate of withholding tax, if any, provided for in any applicable income tax treaty only if You furnish Avenza with such documentation required under that income tax treaty or otherwise satisfactory to Avenza, sufficient to establish Your entitlement to the benefit of that reduced rate of withholding tax. Upon Your timely request to Avenza in writing, using means reasonably designated by Avenza, Avenza will use commercially practical efforts to report to You the amount of Avenza’s payment of withholding or similar taxes to the competent tax authorities on Your behalf. You will indemnify and hold Avenza harmless against any and all claims by any competent tax authority for any underpayment of any such withholding or similar taxes, and any penalties and/or interest thereon, including, but not limited to, underpayments attributable to any erroneous claim or representation by You as to Your entitlement to, or Your disqualification for, the benefit of a reduced rate of withholding tax.
3.11 With respect to transactions within the Google Play Store you acknowledge, understand and agree that, as a Canadian company, Avenza is considered by Google to be a Canadian merchant and as such and pursuant to the Google Merchant terms and conditions, all payments made to Avenza by Google are in Canadian dollars. You further acknowledge and agree that all such receipts will be converted to United States dollars at the prevailing rate of exchange at the time prior to being reported and remitted to you in United States dollars pursuant to Section 3.8, and that Avenza shall not be liable for any differences resulting from such currency exchange.
4. Ownership and End-User Licensing
4.1 You hereby certify that You own the copyright over all Licensed Maps provided by You to Avenza under the auspices of this agreement and possess the authorization to submit such Licensed Maps to Avenza for inclusion in the Map Store.
4.2 You further certify that You own all the content and elements thereof present in all Licensed Maps provided by You to Avenza under the auspices of this agreement and are not aware of any reason why any third party may object to your publishing of the Licensed Maps or any single Licensed Map or any content therein contained.
4.3 Pursuant to Sections 4.1 and 4.2 of this agreement you hereby indemnify and hold Avenza harmless from any and all claims resulting from any violation or perceived violation thereof.
4.4 The parties acknowledge and agree that Avenza shall not acquire any ownership interest in or to any of the Licensed Maps, and title, risk of loss, responsibility for, and control over the Licensed Maps shall, at all times, remain with You.
5. Content Restrictions and Approval
5.1 You represent and warrant that: (a) You have the right to enter into this Agreement, to reproduce and distribute each of the Licensed Maps, and to authorize Avenza to permit end-users to download and use each of the Licensed Maps through one or more App Stores; (b) none of the Licensed Maps, orAvenza’s or end-users’ permitted uses of those Licensed Maps, violate or infringe any patent, copyright, trademark, trade secret or other intellectual property or contractual rights of any other person, firm, corporation or other entity; (c) each of the Licensed Maps is authorized for distribution, sale and use in, export to, and import into any country, in accordance with the laws and regulations of those countries and all applicable export/import regulations; (d) none of the Licensed Maps contains any obscene, offensive, classified, restricted or other materials that are prohibited or restricted under the laws or regulations of any country; and (e) all information You provided to Avenza, including any information relating to the Licensed Maps, is accurate and that, if any such information ceases to be accurate, You will promptly cause it to be updated by notifying Avenza accordingly.
5.2 In the event that any particular country requires the approval of any Licensed Map by any government or industry regulatory agency as a condition for the distribution, sale and/or use of that Licensed Map, You acknowledge and agree that Avenza may elect not to make that Licensed Map available for download by end-users in that country from any App Store.
6. Responsibility and Liability
6.1 Avenza shall have no responsibility for the use of any of the Licensed Maps by any end-user.
6.2 Avenza shall have no responsibility for the accuracy, veracity, georeferencing, completeness, currency nor any other aspects of the Licensed Maps.
6.3 Pursuant to Sections 6.1 and 6.2 of this agreement, you acknowledge and agree that Avenza is merely acting as a sales agent, commissionaire or retailer with respect to the Licensed Maps and You shall be solely responsible for any and all product warranties, end-user assistance and product support with respect to each of the Licensed Maps.
6.4 You shall be solely responsible for, and Avenza shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Licensed Maps and/or the use of those Licensed Maps by any end-user, including, but not limited to: (i) claims of breach of warranty, whether specified in the End-User Agreement or established under applicable law; (ii) product liability claims; and (iii) claims that any of the Licensed Maps and/or the end-user’s possession or use of those Licensed Maps infringes the copyright or other intellectual property rights of any third party.
6.5 In the event that Avenza receives any notice or claim from any end-user that: (i) the end-user wishes to cancel its license to any of the Licensed Maps within ninety (90) days of the date of download of that Licensed Map by that end-user; (ii) a Licensed Map fails to conform to Avenza’s specifications or product warranty or the requirements of any applicable law; or (iii) the end-user is completely dissatisfied, Avenza may, at its sole discretion, refund to the end-user the full amount of the price paid by the end-user for that Licensed Map. In the event that Avenza refunds any such price to an end-user, You shall reimburse, or grant Avenza a credit for, an amount equal to the price for that Licensed Map. Avenza will have the right to retain its commission on the sale of that Licensed Map, notwithstanding the refund of the price to the end- user.
7. Termination and Changes
7.1 This agreement, and all of Avenza’s obligations hereunder, shall terminate upon the expiration or termination of the Agreement. Notwithstanding any such termination, Avenza shall be entitled to: (i) all
commissions on all copies of the Licensed Maps downloaded by end-users prior to the date of termination (including the phase-out period set forth in Section 1.4 hereof); and (ii) reimbursement from You of refunds paid by Avenza to end-users, whether before or after the date of termination, in accordance with Section 6.5 of this agreement.
7.2 In the event that You no longer have the legal right to distribute the Licensed Maps, or to authorize Avenza to allow access to those Licensed Maps by end-users, in accordance with this agreement, You shall promptly notify Avenza accordingly to have those Licensed Maps removed from any App Store; provided, however, that such withdrawal by You under this Section 7.2 shall not relieve You of any of Your obligations to Avenza under this agreement, or any liability to Avenza and/or any end-user with respect to those Licensed Maps.
7.3 Avenza reserves the right to cease marketing and allowing download by end-users of the Licensed Maps at any time, with or without cause, by providing notice of termination to You. Without limiting the generality of this Section 7.3, You acknowledge that Avenza may cease the marketing and allowing download by end-users of some or all of the Licensed Maps if Avenza reasonably believes that: (i) those Licensed Maps are not authorized for export to one or more of the countries, in accordance with the Export Administration Regulations; (ii) those Licensed Maps and/or any end-user’s possession and/or use of those Licensed Maps, infringe patent, copyright, trademark, trade secret or other intellectual property rights of any third party; (iii) Avenza is not satisfied with the quality or performance of those Licenses Maps; or (iv) the distribution, sale and/or use of those Licensed Maps violates any applicable law in any country. An election by Avenza to cease the marketing and allowing download of any Licensed Maps, pursuant to this Section 7.3, shall not relieve You of Your obligations under this agreement.
7.4 You may withdraw any or all of the Licensed Maps from the Map Store, at any time, and for any reason, by contacting Avenza accordingly.
7.5 You agree that Avenza may make changes to the terms of this agreement from time to time as and when necessary in order to maintain the services described herein and comply with third party agreements and technogies upon which it relies. When these changes are made, Avenza will make a revised copy of the this agreement available at http://mapstore.avenza.com . You understand and agree that if You continue to include any Licensed Maps in the Map Store after the date on which the terms have changed, Avenza will treat You as having accepted the updated term or terms.
8. Legal Consequences
8.1 The relationship between You and Avenza established by this agreement may have important legal and/or tax consequences for You. You acknowledge and agree that it is Your responsibility to consult with Your own legal and tax advisors with respect to Your legal and tax obligations hereunder.
By downloading, installing, or using the PDF Maps software application, accessing or using the PDF Maps service, accessing or using the PDF Maps Store (together, the “Products” or “Services”), or accessing or using any of the content available within the Products, you agree to be bound by the terms and conditions set forth below (“PDF Maps Terms”) including the Avenza General Terms of Service (the “General Terms”) as set forth in Schedule A
hereto. Before you continue, you should read this document, as it forms a binding agreement between you and Avenza Systems Inc. (“Avenza”) regarding your use of the Products. Collectively, the PDF Maps Terms and the General Terms are referred to as the “Terms”.
1. Use of the Products
Avenza grants you a personal, non-commercial, non-exclusive, non-transferable license to access the PDF Maps service, to download and use the PDF Maps software and service, and to access the Content (as defined below) within the Products on an as-is basis and according to the Terms.
2. Restrictions on Use
Unless you have received prior written authorization from Avenza (or, as applicable, from the provider of particular Content), you must not: (a) access or use the Products, Services or any Content through any technology or means other than those provided in the Products, or through other explicitly authorized means Avenza may designate; (b) copy, translate, modify, or make derivative works of the Content or any part thereof; (c) redistribute, sublicense, rent, publish, sell, assign, lease, market, transfer, or otherwise make the Products, Content or Services available to third parties; (d) reverse engineer, decompile or otherwise attempt to extract the source code of the Products, Content or Services or any part thereof; (e) use the Products in any commercial endeavour of any kind including but not limited to education, business, governmental, military or enterprise use of any kind, or any activity for which you or any entity for which or with which you are engaged or act as agent receive(s) or may receive compensation of any kind either directly or indirectly from the use of the Products, Content or Services; (f) delete, obscure, or in any manner alter any warning, notice (including but not limited to any copyright or other proprietary rights notice), or link that appears in the Products or the Content; (g) remove, obscure or in any manner circumvent, modify or alter the digital rights management and/or copy protection restrictions attached to any of the Products, Content or Services; (h) use the Content or any part thereof on more than five (5) devices, where a device is any hardware or system capable of displaying or rendering the Content, save and except for free-of-charge Content or Content for which you own the copyright or have received a separate license to use, which may be used on any number of devices.
3. Appropriate Conduct, Compliance with Law and Avenza Policies
You agree that you are responsible for your own conduct while using the Products, and for any consequences thereof. You agree to use the Products only for purposes that are legal, proper and in accordance with the Terms and any applicable policies or guidelines Avenza may make available. By way of example, and not as a limitation, you agree that when using the Products, Services or the Content, you will not: (a) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (b) upload, post, email, transmit or otherwise make available any inappropriate, defamatory, obscene, or unlawful content; (c) upload, post, transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of the rights, or have the permission of the owner or other legal justification to use such content; (d) upload, post, email, transmit or otherwise make available messages that promote pyramid schemes, chain
letters, or disruptive commercial messages or advertisements; (e) upload, post, email, transmit or otherwise make available any other content, message, or communication prohibited by applicable law, the Terms or any applicable Product policies or guidelines; (f) download any file posted by another that you know, or reasonably should know, cannot be legally distributed in such manner; (g) impersonate another person or entity, or falsify or delete any author attributions or proprietary designations or labels of the origin or source of Content, software or other material; (h) restrict or inhibit any other user from using and enjoying the Products or Services; (i) interfere with or disrupt Avenza services or servers or networks connected to Avenza services, or disobey any requirements, procedures, policies or regulations of networks connected to Avenza services; (j) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or Content, or collect information about users for any unauthorized purpose; (k) submit content that falsely expresses or implies that such content is sponsored or endorsed by Avenza; (l) create user accounts by automated means or under false or fraudulent pretences; (m) promote or provide instructional information about illegal activities; (n) promote physical harm or injury against any group or individual; or (o) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
4. Content and Products
The PDF Maps software, the PDF Maps Service and the PDF Maps Store allow you to access, purchase, view and interact with a variety of content, including but not limited to maps, charts, photographic imagery, and other geographic, cartographic and navigational information provided by Avenza, its licensors, and its users (the “Content”). Additionally, you may choose to access your own content or other third party content made available for use in the Products such as content you or your enterprise have created yourselves. In all cases you understand and agree to the following: (a) All software applications licensed herein are provided on an as-is basis without representation or warranty including but not limited to functionality, accuracy, completeness or fitness for any particular purpose. You acknowledge and agree that functional errors, inconsistencies, erratic behaviour and other such issues may be present from time to time. (b) All maps, charts, imagery and related Content are provided for information, planning and general navigational purposes only. No representations and/or warranties are provided nor implied as to the accuracy of any particular item of Content or for the suitability or usability of any particular item of content for any particular purpose. You acknowledge and agree that any actual information, for example, road, landmark and/or other geography and/or related information, may differ from that contained in any particular item of Content. You should exercise judgment in your use of this Content. (c) By using the Products or Services, you do not receive any, and Avenza and/or its licensors and users retain all ownership rights in the Content. You may not use, access or allow others to use or access the Content in any manner not permitted under the Terms, unless you have been specifically permitted to do so by Avenza or by the owner of that Content, in a separate agreement. (d) Certain Content is provided under license from third parties and is subject to copyright and other intellectual property rights owned by or licensed from such third parties. You may be held liable for any unauthorized copying or disclosure of this Content.
5. Non-commercial and Commercial Use
(a) Use of the Products pursuant to this licensing agreement is granted strictly for non-commercial personal use. (b) Use of the Products in any commercial endeavour of any kind including but not limited to education, business, government, military or enterprise use of any kind, or any activity for which you, or any other entity receive or may receive compensation of any kind either directly or indirectly from the use of the Products or any part thereof is not permitted under this agreement. (c) In order to obtain a commercial license to use the software in a business, academic, government, military, enterprise or other commercial environment you must purchase a separate license from Avenza which you may do by contacting email@example.com.
6. Map Store
(a) All Content sold or distributed through the PDF Maps Store or acquired by you through any means is done so on an as-is basis without representation or warranty of any kind whatsoever. (b) No refunds, credits or price adjustments of any kind will be given for any acquisition of Content from the PDF Maps Store. (c) You may not create any map store, depository, warehouse, storage facility, or distribution or delivery mechanism or system that offers either for free or for purchase any items similar to the Content that uses or can be used with the Products or any part thereof as a method of obtaining, viewing or interacting with said items, unless said items are completely of your own creation or are items for which you hold full ownership and copyright over. Under no circumstances, is it permitted for you to distribute items of content for use with the Products or any part thereof on behalf of a third party even in the presence of an agreement between you and the third party.
7. DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY
(a) AVENZA AND ITS LICENSORS (INCLUDING BUT NOT LIMITED TO ANY MAP OR OTHER CONTENT PROVIDOR AND ITS SUPPLIERS) MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE FUNCTIONALITY, ACCURACY OR COMPLETENESS OF ANY CONTENT OR THE PRODUCTS OR THE SERVICES. (b) AVENZA AND ITS LICENSORS (INCLUDING BUT NOT LIMITED TO ANY MAP OR OTHER CONTENT PROVIDOR AND ITS SUPPLIERS) MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY OF ANY CONTENT OR THE PRODUCTS OR THE SEVICES FOR ANY PARTICULAR USE CASE . (c) SUBJECT TO SECTION 14.1 OF THE AVENZA GENERAL TERMS OF SERVICE, AVENZA AND ITS LICENSORS (INCLUDING BUT NOT LIMITED TO ANY MAP OR OTHER CONTENT PROVIDOR AND ITS SUPPLIERS) DISCLAIM ALL WARRANTIES IN CONNECTION WITH THE CONTENT AND THE PRODUCTS OR THE SERVICES, AND WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM YOUR USE OF THE CONTENT OR THE PRODUCTS OR THE SERVICES. (d) YOU AGREE TO INDEMNIFY AND HOLD AVENZA AND ITS LICENSORS (INCLUDING BUT NOT LIMITED TO ANY MAP OR OTHER CONTENT PROVIDOR AND ITS SUPPLIERS) HARMLESS FROM ALL CLAIMS RESULTING FROM YOUR USE OF THE CONTENT OR THE PRODUCTS OR THE SERVICES.
8. Changes to the Terms
(a) Avenza may make changes to the Terms from time to time. When these changes are made, Avenza will make a new copy of the Terms available at http://mapstore.avenza.com and from within, or through, the affected Services.
(b) You understand and agree that if you use the Services after the date on which the Terms or have changed, Avenza will treat your use as acceptance of the updated Terms or Terms.
Upon termination of this agreement for any reason whatsoever, sections 2, 3, 4, 6 and 7 of this agreement shall remain in full force indefinitely.
Avenza General Terms of Service
1. Your Relationship with Avenza
1.1 Your use of Avenza’s products, software, services, content and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by Avenza under a separate written agreement) is subject to the terms of a legal agreement between you and Avenza. “Avenza” means Avenza Systems Inc., whose principal place of business is at 84 Merton Street, Toronto, ON M4S 1A1 Canada. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with Avenza, your agreement with Avenza will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “General Terms”.
1.3 Your agreement with Avenza will also include the terms of any specific legal notices applicable to the Services, in addition to these General Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The General Terms, together with the Additional Terms, form a legally binding agreement between you and Avenza in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.5 If there is any contradiction between what the Additional Terms say and what the General Terms say, then the Additional Terms shall take precedence in relation to that Service.
2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services or Products if you do not accept the Terms.
2.2 You can accept the Terms by:
(a) clicking to accept or agree to the Terms, where this option is made available to you by Avenza in the user interface for any Product or Service; or (b) by actually using the Services. In this case, you understand and agree that Avenza will treat your use of
the Services as acceptance of the Terms from that point onwards and it will be deemed that you have accepted them.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Avenza, or (b) you are a person barred from receiving the Services under the laws of the Canada or other countries including the country in which you are resident or from which you use the Products or Services.
2.4 Before you continue, you should print off or save a local copy of the General Terms for your records.
3. Language of the Terms
3.1 Where Avenza has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Avenza.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4. Provision of the Services by Avenza
4.1 Avenza has or may have subsidiaries, individuals and/or affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these individuals, companies or organizations will be providing the Services to you on behalf of Avenza itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
4.2 Avenza is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Avenza provides may change from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and agree that Avenza may permanently or temporarily stop providing the Services or any features therein to you or to users generally at Avenza’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Avenza when you stop using the Services.
4.4 You acknowledge and agree that if Avenza disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
4.5 You acknowledge and agree that while Avenza may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Avenza at any time, at Avenza’s discretion, and thereby imposed upon you.
5. Use of the Services By You
5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service or as part of your continued use of the Services. You agree that any registration information you give to Avenza will always be accurate, correct and up-to-date.
5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from Canada, the United States or other relevant countries).
5.3 You agree not to access or attempt to access any of the Services by any means other than through the interface that is provided by Avenza, unless you have been specifically allowed to do so in a separate agreement with Avenza. You specifically agree not to access, or attempt to access, any of the Services through any automated means, including but not limited to the use of scripts or web crawlers, and shall ensure that you comply with the instructions set out in any related file present on the Services.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services or the servers and networks which are connected to the Services.
5.5 Unless you have been specifically permitted to do so in a separate agreement with Avenza, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services or any part thereof for any purpose.
5.6 You agree that you are solely responsible for (and that Avenza has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Avenza may suffer) of any such breach.
6. Your Passwords and Account Security
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to Avenza for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Avenza immediately.
6.4 If you change your email address or any other contact information associated with your account it is your responsibility to notify Avenza accordingly. You agree that Avenza is not responsible for any failure to keep your contact information up-to-date or for any failure in communication or providing the Services that may result as a consequence of your contact or account information not being up-to-date.
7. Privacy and Your Personal Information
7.2 You agree to the use of your data in accordance with Avenza’s privacy policies.
7.3 You agree to permit Avenza to share information regarding your purchases of content via the Services with its Licensors and the providers of said content.
8. Proprietary Rights
8.1 You acknowledge and agree that Avenza (or Avenza’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that
the Services may contain information which is designated confidential by Avenza and that you shall not disclose such information withoutAvenza’s prior written consent.
8.2 Unless you have agreed otherwise in writing with Avenza, nothing in the Terms gives you a right to use any of Avenza’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
8.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Avenza, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Avenza’s brand feature use guidelines as updated from time to time.
8.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
8.5 Unless you have been expressly authorized to do so in writing by Avenza, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
9. Ending Your Relationship With Avenza
9.1 The Terms will continue to apply until terminated by either you or Avenza as set out below unless otherwise stipulated to survive such termination in any Additional Terms particular to any Service.
9.2 If you want to terminate your legal agreement with Avenza, you may do so by (a) notifying Avenza at any time, removing all licensed Products, Services and Content from your device(s) and (c) closing your accounts for all of the Services which you use, where Avenza has made this option available to you. Your notice should be sent, in writing, to Avenza’s address which is set out at the beginning of these Terms.
9.3 Avenza may at any time, terminate its legal agreement with you if:
(a) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (b) Avenza is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (c) any partner with whom Avenza offered the Services to you has terminated its relationship with Avenza or ceased to offer the Services to you; or (d) Avenza is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or (e) the provision of the Services to you by Avenza is, in Avenza’s opinion, no longer commercially viable.
9.4 Nothing in this Section shall affect Avenza’s rights regarding provision of Services under Section 4 of the Terms.
9.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Avenza have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraphs 15.7 and 15.8 shall continue to apply to such rights, obligations and liabilities indefinitely.
10. EXCLUSION OF WARRANTIES
10.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 11, SHALL EXCLUDE OR LIMIT AVENZA’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
10.3 IN PARTICULAR, AVENZA, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
10.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
10.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AVENZA OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
10.6 AVENZA FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
11. LIMITATION OF LIABILITY
11.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 10.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT AVENZA, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES; (II) ANY CHANGES WHICH AVENZA MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR
TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (III) YOUR FAILURE TO PROVIDE AVENZA WITH ACCURATE ACCOUNT INFORMATION; (IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
11.2 THE LIMITATIONS ON AVENZA’S LIABILITY TO YOU IN PARAGRAPH 11.1 ABOVE SHALL APPLY WHETHER OR NOT AVENZA HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
12. Copyright and Trademark Policies
12.1 It is Avenza’s policy to respond to notices of alleged copyright and license infringement that comply with applicable international intellectual property law (including but not limited to, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.
13. Other Content
13.1 The Services may include hyperlinks to other web sites or content or resources. Avenza may have no control over any web sites or resources which are provided by Avenza or by companies or persons other than Avenza.
13.2 You acknowledge and agree that Avenza is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
13.3 You acknowledge and agree that Avenza is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
14. Changes to the Terms
14.1 Avenza may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Avenza will make a new copy of the Terms available at http://www.avenza.com and from within, or through, the affected Services.
14.2 You understand and agree that if you use the Services after the date on which the General Terms or Additional Terms have changed, Avenza will treat your use as acceptance of the updated General Terms or Additional Terms.
15. General Legal Terms
15.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
15.2 The Terms constitute the whole legal agreement between you and Avenza and govern your use of the Services (but excluding any services which Avenza may provide to you under a separate written agreement), and completely replace any prior agreements between you and Avenza in relation to the Services.
15.3 You agree that Avenza may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
15.4 You agree that if Avenza does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Avenza has the benefit of under any applicable law), this will not be taken to be a formal waiver of Avenza’s rights and that those rights or remedies will still be available to Avenza for exercise or enforcement at any time and without restriction.
15.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
15.6 You acknowledge and agree that each member of the group of companies of which Avenza is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
15.7 The Terms, and your relationship with Avenza under the Terms, shall be governed by the laws of the Province of Ontario without regard to its conflict of laws provisions. You and Avenza agree to submit to the exclusive jurisdiction of the courts located within the Province of Ontario to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Avenza shall still be permitted to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
15.8 Notwithstanding the foregoing, you agree and accept that Avenza may, at any time and at its sole discretion, defer jurisdiction of any legal matter arising from this agreement to any jurisdiction or authority as it sees fit and that you agree to be bound by the decision of such authority.
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