Terms of Use
These FusionMap® Terms of Service (“Agreement”) are entered into by Tetra Tech Fusion LLC. (“Tetra Tech Fusion) and the person or entity executing this Agreement (“You” or “Your”). This Agreement governs Your use of Tetra Tech Fusion’s FusionMap™ artificial intelligence-powered technology platform, including the application programming interface, software, tools, data, documentation, and application (“FusionMap”). BY CLICKING THE “I ACCEPT” BUTTON, COMPLETING THE SIGN-UP REGISTRATION PROCESS, OR USING FUSIONMAP, YOU AGREE THAT YOU: (1) HAVE READ AND UNDERSTAND THIS AGREEMENT, (2) HAVE THE CAPACITY AND AUTHORITY TO ENTER INTO IT, (3) ARE BOUND BY ALL OF ITS TERMS AND CONDITIONS, AND (4) WILL NOT SHARE ANY SENSITIVE [OR PERSONAL] DATA, OR ANY PROPRIETARY OR CONFIDENTIAL INFORMATION WITH FUSIONMAP.
Notice
If you have a separate agreement with Tetra Tech Fusion LLC, the terms and conditions of that individual agreement will govern and take precedence over these Terms of Use.
1. About FusionMap
FusionMap is a web-based application and technology for artificial intelligence-powered geospatial data visualization, asset extraction, and management with GIS integration. Information provided by FusionMap should not be construed as legal or regulatory advice. You should not use any information provided by FusionMap as the basis for making any legal or regulatory decision.
2. Access and Use of FusionMap
Subject to the terms of this Agreement, Tetra Tech Fusion grants You a revocable, non-sublicensable, non-transferable, non-exclusive right to access and use FusionMap only for Your own internal, non-commercial use and not for the benefit of any third party. You must provide accurate and complete information to register for an account. You may not make Your access credentials or account available to others inside or outside Your organization, and You are responsible and liable for all activities that occur using Your access credentials or account. You must comply with the terms of Tetra Tech Fusion’s policies and guidelines provided or made available by Tetra Tech Fusion from time to time and You must comply with any rate and data limits and other requirements in Tetra Tech Fusion’s documentation or order documents. In addition, You must comply with all applicable laws, rules and regulations in using FusionMap. You may use FusionMap only in geographies currently supported by Tetra Tech Fusion.
3. Third Party Software
Any third party software, services, or products used in connection with FusionMap are subject to their own terms, and Tetra Tech Fusion is not responsible or liable for third party software, services or products. You can review those separate and additional terms here:
4. Warranty Disclaimer
FusionMap and all information are provided “as is” and without any warranty of any kind. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Tetra Tech Fusion HEREBY DISCLAIMS AND EXCLUDES ALL REPRESENTATIONS AND WARRANTIES, WHETHER, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, SUITABILITY, OPERABILITY, SYSTEM INTEGRATION, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION, RESULTS OR CONTENT), ABSENCE OF DEFECTS (WHETHER LATENT OR PATENT), AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Tetra Tech Fusion does not warrant that FusionMap, or any products or results of the use thereof, will meet Your needs or requirements, achieve any intended result, be secure, accurate, complete or error-free or always available, be available at any particular time, or any errors or defects will be corrected.
5. Information Rights
You may be able to store or transmit information and data using FusionMap. You hereby grant Tetra Tech Fusion a royalty-free, non-exclusive license for Tetra Tech Fusion (and each of its direct and indirect subcontractors and service providers) to use, copy and modify such information and data to the extent necessary to perform or provide FusionMap or to exercise or perform Tetra Tech Fusion’s rights, remedies and obligations under this Agreement. In addition, Tetra Tech Fusion has the right to collect and use anonymized generic information derived from such information and data processed by FusionMap or to aggregate it with anonymized generic information from other users (“Non-Identifiable Aggregated Data”) for Tetra Tech Fusion's reasonable business purposes, including without limitation for analyzing customer needs and improving the Tetra Tech Fusion products or services. You agree that Tetra Tech Fusion may (i) make Non-Identifiable Aggregated Data publicly available in compliance with applicable law, and (ii) use Non-Identifiable Aggregated Data to the extent and in the manner permitted under applicable law.
6. Prohibitions
You will not use, and will not allow third parties to use, FusionMap or any information from FusionMap to create, train, or improve (directly or indirectly) any product or service, including any similar or competitive product or service. You also must not use, or attempt to use, FusionMap to get around or circumvent any Tetra Tech Fusion or third party license or other content restrictions. You further agree not to use, and not allow third parties to use, FusionMap for any purposes prohibited by United States law, including, but not limited to, design, development, manufacture, production or operation of nuclear, missile, chemical, or biological weapons, or in any application in which failure of FusionMap could lead to death, personal injury, or severe physical or property damage or environmental damage, including, but not limited to, use or operation in connection with nuclear facilities, mass transit systems, aircraft navigation or aircraft communication systems, air traffic control, weapon systems and direct life support machines.
7. Fees and Payments
You must pay all fees charged to Your account (“Fees”) according to the prices and payment terms on the applicable pricing page, order document, or as otherwise agreed between the parties in writing. You must provide complete and accurate billing information, including a valid and authorized payment method. Tetra Tech Fusion works with companies (such as Stripe, Inc.) for payment processing. When You make a purchase, You are also agreeing to the third party payment processor’s terms of service (e.g., Stripe terms of service currently viewable at: https://stripe.com/en-ca/legal/consumer, as the same may be modified from time to time). Tetra Tech Fusion may replace its third party payment processor at any time without notifying you. You authorize Tetra Tech Fusion and its affiliates or its third party payment processor(s) (e.g., Stripe) to charge Your payment method for the Fees. If Your payment cannot be completed, You will receive written notice and Tetra Tech Fusion may suspend access to FusionMap until payment is received. Fees are payable in U.S. dollars and are due upon issuance of invoice. Payments are nonrefundable. Fees do not include taxes, duties, and other similar assessments (“Taxes”). You are responsible for and must timely pay all Taxes associated with Your purchased access and use of FusionMap, excluding Taxes based on Tetra Tech Fusion’s net income, and Tetra Tech Fusion may invoice You for such Taxes. Tetra Tech Fusion may change its prices by posting notice to your account and/or to Tetra Tech Fusion’s website, and any price changes will apply to the Fees charged to You or Your account after the effective date of the changes. Any amounts past due may be subject to a late fee of 1.5% of the unpaid balance per month, and if any amount of Your Fees is past due, Tetra Tech Fusion may suspend Your access to FusionMap following written notice to You of late payment.
8. Limitation of Liability
NOTHING IN THIS AGREEMENT WILL EXCLUDE OR LIMIT ANY LIABILITY WHERE SUCH LIABILITY MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. SUBJECT TO THE FOREGOING: (A) Tetra Tech Fusion WILL NOT BE LIABLE FOR YOUR LOST BUSINESS, PROFITS OR REVENUES, LOSS OF GOODWILL OR REPUTATION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF Tetra Tech Fusion OR ITS AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (B) Tetra Tech Fusion’S (AND ITS AFFILIATES’) TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY WILL NOT EXCEED AT ANY POINT IN TIME THE GREATER OF (I) THE AMOUNT PAID BY YOU TO Tetra Tech Fusion FOR THE FUSIONMAP SERVICE THAT GAVE RISE TO THE CLAIM IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST INCIDENT GIVING RISE TO THE CLAIM, OR (II) $100 (USD). THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.
9. Proprietary Rights
FusionMap, including the software and all intellectual property rights embodied therein or appurtenant thereto, is and will remain the property of Tetra Tech Fusion and its licensors. All rights not expressly granted to You in this Agreement are reserved and retained by Tetra Tech Fusion and its licensors without restriction. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use FusionMap outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, decode, reverse compile or decompile any software used to provide FusionMap or otherwise attempt to discover any source code or trade secrets related to FusionMap, including any underlying components of the models, algorithms, and systems (such as exfiltrating the weights of models); (c) rent, lease, lend, sell, license, assign or otherwise transfer rights in or to the software used to provide FusionMap; (d) use, post, transmit or introduce any content, materials, software or routine which interferes or attempts to interfere with the operation of FusionMap or take any action that imposes an unreasonably or disproportionately large load on Tetra Tech Fusion’s infrastructure; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with Tetra Tech Fusion or FusionMap for any purpose without the prior written authorization of Tetra Tech Fusion; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Tetra Tech Fusion (or its affiliates) other than in the name of Tetra Tech Fusion (or its affiliates, as the case may be); (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any content included with FusionMap; (h) use or launch any automated system that accesses FusionMap in any manner; (i) use web scraping, web harvesting, or web data extraction methods to extract data or information from FusionMap; (j) represent that output from FusionMap was human-generated when it is not; (k) use FusionMap in any manner or for any purpose that defames, abuses, harasses, stalks, or threatens others, or that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (l) use FusionMap, or allow the transfer, transmission, export, or re-export of FusionMap or portion thereof, in violation of any applicable law or regulation, including any export control laws or regulations administered by the U.S. Commerce Department or any other government agency.
10. Term and Termination; Suspension
This Agreement begins upon Your registration and remains in effect until terminated. Tetra Tech Fusion may terminate this Agreement at any time by providing You with at least thirty (30) days’ notice. Tetra Tech Fusion may terminate this Agreement immediately upon notice to You if You breach Sections 2 (Access and Use of FusionMap), 6 (Prohibitions), 9 (Proprietary Rights), 11 (Confidentiality and Security), 14 (Mandatory Arbitration; No Class Actions) or 15 (General), if there are changes in relationships with third party providers, or to comply with law or governmental requests. Without limiting the foregoing, You acknowledge that Tetra Tech Fusion may change or discontinue all or part of FusionMap at any time. Tetra Tech Fusion may suspend Your access to FusionMap immediately without notice if it is reasonably needed to prevent unauthorized access or use of FusionMap or if any of Tetra Tech Fusion or its licensors has a reasonable basis to believe that Your use of FusionMap (a) violates this Agreement; (b) is abusive, fraudulent, illegal, or infringes on or otherwise violates the rights of Tetra Tech Fusion or others, including any intellectual property rights or privacy rights, (c) is creating a security risk or risk of harm or liability for Tetra Tech Fusion, its users, its or its service provider’s software, technology, or systems, or other third parties, or (d) is inconsistent with the information submitted in connection with Your registration for use of FusionMap; or for any other legitimate cause or reasons as determined by Tetra Tech Fusion in good faith. Upon termination, You must stop using FusionMap and You must promptly return or, if instructed by Tetra Tech Fusion, destroy any proprietary and confidential information.
11. Confidentiality and Security
You understand and acknowledge that FusionMap uses and discloses proprietary and confidential information of Tetra Tech Fusion and its licensors. You may use such proprietary and confidential information only as needed to use FusionMap as permitted under this Agreement. You may not disclose the proprietary or confidential information to any third party, and You must protect the proprietary and confidential information in the same manner that You protect Your own proprietary and confidential information of a similar nature, using at least reasonable care. You may disclose confidential information when required by law or the valid order of a court or other governmental authority if You give Tetra Tech Fusion prior written notice and use reasonable efforts to limit the scope of disclosure, including assisting Tetra Tech Fusion with challenging the disclosure requirement, where possible. In addition to and without limiting the foregoing, You must implement and maintain reasonable and appropriate measures to secure Your access to and use of FusionMap. If You discover any vulnerabilities or breaches related to Your use of FusionMap, You must promptly notify Tetra Tech Fusion and provide details of the vulnerability or breach.
12. User Feedback
You may send comments, suggestions, enhancement or modification requests, recommendations, proposals, ideas, and other feedback relating to FusionMap or otherwise (collectively, “Feedback”). Feedback is provided voluntarily. You hereby assign to Tetra Tech Fusion, on Your behalf, and on behalf of Your users and Your other employees, contractors and/or agents, all right, title, and interest in, and Tetra Tech Fusion is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, whether or not the Feedback was provided at Tetra Tech Fusion’s request. Tetra Tech Fusion is not required to hold any Feedback in confidence, pay compensation for any Feedback, implement or use any Feedback, or respond to any Feedback.
13. Indemnification
You shall indemnify, hold harmless, and, at Tetra Tech Fusion’s option, defend Tetra Tech Fusion, its affiliates, and its personnel, from and against any claims, damages, losses, and expenses (including attorney’s fees) arising from or relating to Your use of FusionMap, including your information, data, input and output, your products and services, your breach of this Agreement or violation of applicable law.
14. Mediation; Binding Arbitration
YOU HEREBY AGREE TO THE FOLLOWING MEDIATION AND BINDING ARBITRATION PROVISION: Except as otherwise specifically prohibited by applicable law, You hereby consent and agree that all claims and disputes arising under or relating to this Agreement, FusionMap, or the use of, or reliance on FusionMap, whether based in contract or tort or otherwise shall first be resolved by mediation with written notice to the other party of its intent to mediate. In the event that mediation does not resolve the dispute within forty-five (45) days of said notice, all claims and disputes arising under or relating to this Agreement, FusionMap, or the use of, or reliance on FusionMap, whether based in contract or tort or otherwise are to be settled by binding arbitration under California law in Los Angeles County, California unless another location is mutually agreeable to the parties; provided, however, that a party may seek any available legal or equitable remedies from a court of competent jurisdiction with respect to any disputes regarding intellectual property rights or breaches of confidentiality obligations. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association (AAA). Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in artificial intelligence and web services and shall include a written record of the arbitration hearing. Judgment upon the award of arbitration may be entered in any court of competent jurisdiction. The arbitrator shall not have any authority to award non-compensatory, punitive or exemplary damages. EACH PARTY EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY.
15. General
Each of the software components that constitute FusionMap is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” as such term is used in 48 C.F.R. § 12.212. Accordingly, if You are an agency of the US Government or any contractor therefor, You only receive those rights with respect to FusionMap as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors. FusionMap, and the underlying software and technology, may not be used in or for the benefit of, exported, re-exported or released (a) into any U.S. embargoed countries or jurisdictions or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing currently or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists. You represent and warrant that you are not located in any embargoed countries or jurisdictions and are not on any restricted party lists. You must comply with all applicable laws related to embargoed countries or jurisdictions or restricted party lists, including any requirements or obligations to know your end users directly. Except as otherwise specifically prohibited by applicable law, the laws of the State of California govern all matters arising out of this Agreement without reference to its conflicts of laws principles. The United Nations Convention for the International Sale of Goods shall not apply. This Agreement is the entire agreement between us with respect to the subject matter hereof with respect to FusionMap (including its access and use) and supersedes all prior agreements and representations between the parties with respect to FusionMap. If any provision of this Agreement is held invalid or unenforceable, that provision will be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Agreement will continue in full force and effect. Tetra Tech Fusion may amend this Agreement from time to time by posting a revised version on the website or platform, or if an update materially adversely affects Your rights or obligations under the Agreement Tetra Tech Fusion will provide notice to You either by an email to the email address associated with Your account or by an in-service notification. Your agreement or continued use of FusionMap after any change indicates you agree to such change. Tetra Tech Fusion is not liable for, and is excused from performance of this Agreement to the extent that performance is prevented, delayed or obstructed by, causes, events, or reasons beyond its reasonable control. This Agreement does not create a partnership, joint venture or agency relationship between You and Tetra Tech Fusion. Tetra Tech Fusion and You are independent contractors and neither party will have the power to bind the other or to incur obligations on the other party’s behalf. You acknowledge and agree that if You violate or breach this Agreement, it may cause irreparable harm to Tetra Tech Fusion and its affiliates, and Tetra Tech Fusion shall have the right to seek equitable relief against You in addition to any other legal remedies. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights in this Agreement without Tetra Tech Fusion's prior written consent, and any such attempt is void. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. The provisions that by their express terms or nature continue and survive termination, including Sections 3, 4, 5, and 8-15, will survive any termination of this Agreement. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such paragraph or in any way affect such section.
Last updated: August 29, 2024