PaverOps
An angular slice of a road

Terms of Service

Welcome to PaverOps. These Terms and Conditions ("Terms" or "Agreement") govern your access to and use of the PaverOps software, services, and website provided by Maranta, LLC ("Maranta", "Company", "we", "us", or "our").

BY ACCESSING, BROWSING, OR OTHERWISE USING THE PAVEROPS SOFTWARE OR SERVICES, YOU ("USER", "SUBSCRIBER", "CUSTOMER", OR "YOU") AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

Maranta Products are made available under these Terms. Your continued use of the Software, Online Services, or Documentation constitutes your ongoing acceptance of these Terms. In the event of any conflict or inconsistency between these terms and conditions and any separate written agreement executed between Maranta and your organization, the terms of such executed agreement shall govern and supersede these terms to the extent of any difference or conflict.

ARTICLE I - DEFINITIONS

1.1 Definitions. The following terms apply to these Terms and Conditions:

  1. “aaS” or “SaaS” is an acronym for “As A Service” or “Software As A Service” and means the combined hosting and support services provided in this Agreement.
  2. “aaS Materials” shall mean the written materials relating to the operation and use of the Vendor Software including, but not limited to, user manuals, user guides, technical manuals, release notes, and online help files regarding use of the Vendor Software provided as part of the Service, and any other materials prepared in connection with any Vendor Software modification, correction, or enhancement, and shall include any updated versions of aaS Materials as may be provided by Vendor from time to time (1) in the course of providing the Service; (2) as part of an online tutorials or help files provided with the Service; or (3) in the course of providing web seminars in which Customer or Customer’s Users enroll.
  3. "Agreement" or "Terms" means these browse-wrap Terms and Conditions governing access to and use of PaverOps, including all applicable addenda, schedules, and policies incorporated herein.
  4. “Application Support Services” shall mean the support not included in the Product Support Services
  5. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code, token, account username and password, or other mechanism required for use of a Product.
  6. "Authorized User" or "User" shall mean: (i) a direct user of the Products, including but not limited to Subscriber's employees; (ii) Subscriber's consultants who have agreed to maintain the Product’s Property in confidence and use it only for the benefit of Subscriber, or (iii) members of the public gaining access to, and only limited use of, the Products via the Software's public web portal (if applicable). Other than limited use of the Products through the software's web portal, the public is not considered an authorized user.
  7. “Base Components” means the hardware, software, and hosting environment as specified in Schedule D that Vendor makes available for use by Customer as part of the Service.
  8. "Beta" means any alpha, beta, or other prerelease version of a Product.
  9. "Client Data" means the data provided or inputted by or on behalf of Subscriber, including personally identifiable information, for use with the Software.
  10. “Cloud Hosting” means the provision of products and services in a hosted, virtualized environment, accessible via the internet.
  11. "Cloud Services" means both Maranta Managed Cloud Services and Online Services.
  12. "Covered Software" shall mean the particular PaverOps Software, scripts, interfaces and custom code.
  13. "Customer Data" or “Subscriber Data” means all data, files, documents, audio and visual information, graphics, scripts, programs, applets or servlets that Customer creates, uploads to or transfers in or through the Service or provides in the course of using the Service, excluding identification and other information provided by Customer relative to Customer Users.
  14. "Documentation" means all user reference documentation that is supplied to the Subscriber by Maranta pursuant to this Agreement for aiding or enabling the use of the Software and is deemed to include any Maranta provided revisions thereof.
  15. “Electronic Communications” shall mean any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically to or from the Service.
  16. "Internal Use" means use of the Products by employees of Subscriber in Subscriber's internal operations but does not include access of the Products by or use of the Products in the provisions of services to Subscriber's clients or customers. Internal Use also includes use of the Products by contractors of Subscriber, including contractors providing outsourcing or hosting services, as long as Subscriber assumes full responsibility for the compliance with this Agreement in such use. Use of the Products (or any part thereof) for the benefit of others, whether by means of a software as a service offering, service bureau application, application service provider, outsourcing, or other means of providing service to any third party shall not be considered Internal Use.
  17. "Product" or "Products" shall mean the portion of the PaverOps Software and the Documentation to which Subscriber has purchased. Products shall include any updates or upgrades to the Products that Maranta may at its discretion deliver to Subscriber. Products include but are not limited to Software and Documentation permitted under the terms of this Agreement.
  18. "Login" means to allow Subscriber to permit a single authorized named end user to use the Software, Data, and Documentation installed on a server and accessed from an electronic device.
  19. "Malicious Code" means software viruses; worm time bombs; Trojan horses; or any other computer code, files, denial of service, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.
  20. “Maintenance” consists of updates to the source code, Software interface, Software functionality, data schema, content, documentation, and other benefits, such as access to technical support, which are provided during the Term
  21. "Named User(s)” is Subscriber's employee, agent, consultant, or contractor to whom Subscriber has assigned a unique, secure login credential (identity) enabling access to a Product that requires such identity in order to access identity-managed capabilities within a Product or subscription to Online Services for Subscriber's exclusive benefit.
  22. "Online Services" means the commercially available, internet-based software that Maranta provides, including applications and associated APls, for storing, managing, publishing, and using maps, data, and other information. Online services exclude Data and Content.
  23. "Online Services" or “Subscription” means a limited-term subscription conveying the right for one or more named users to access and use Online Services.
  24. "Preview" means any alpha, beta, or prerelease Product.
  25. "Product(s)" means Software and Documentation subscribed to under the terms of this Agreement.
  26. “Product Support Services” shall mean the support provided by Vendor to remediate, correct, or abate errors in the out of the box Software that is provided as part of the Service
  27. "Purchase Order Form(s)" refers to a Customer document, in either electronic or written form, issued by Customer to confirm Customer’s purchase of the Service. The parties acknowledge and agree that the terms and conditions of any such Purchase Order Form shall not be binding upon the parties or in any way modify, amend, or supersede the terms and conditions of this Agreement.
  28. "Sample(s)" means sample code, sample applications, sample add-ons, or sample extensions of Products.
  29. “Service” shall mean the software and infrastructure in a hosted environment provided and maintained by Maranta to which Customer is being granted access under this Agreement via a web site or another designated IP address. Service or Services includes Product Support Services and Application Support Services described in this Agreement.
  30. "Software" or "PaverOps Software" means all or any portion of Maranta proprietary software technology and user interfaces made available to Subscriber as part of the Service. Software includes any backups, updates, service packs, sample code, or merged copies permitted hereunder or subsequently supplied under this Agreement.
  31. "Standard Subscription" shall mean the standard software subscription and Product Support Services provided by Maranta under these Terms.
  32. "Term Subscription" means access provided for use of a Product for a limited time period ("Term") or on a subscription basis as specified herein.
  33. “Third Party Products” means application software products provided by third party vendors, including operating system and application software with which the Maranta Software interfaces and which provides certain functionality essential to the operation of the Maranta Software. Third Party Products are licensed to Maranta for incorporation and use in the hosted environment as part of the Service as set forth in the Statement of Work. For the sake of clarity, the term Third-Party Products does not refer to third-party software components, if any, incorporated into Vendor Software.
  34. "User(s)" means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer or on Customer’s behalf.

ARTICLE 2 - INTELLECTUAL PROPERTY RIGHTS, PROPRIETARY RIGHTS AND RESERVATION OF OWNERSHIP

All Maranta offerings are the protected property of Maranta. Maranta owns the Products and all copies, which are protected by United States and applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights, including trade secrets. This Agreement does not transfer ownership rights of any description in the software, materials, products, or services to Subscriber or any third party. Subscriber agrees to use reasonable means to protect Products from unauthorized use, reproduction, distribution, or publication. All rights not specifically granted in this Agreement are reserved to Maranta.

ARTICLE 3 - GRANT OF SUBSCRIPTION

3.1 Grant of Access and Subscription.

Subject to your compliance with these Terms and payment of applicable fees, Maranta grants you a personal, non-exclusive, non-transferable, revocable right to access and use the Products for your internal business operations during the applicable subscription term.

3.2 Delivery.

Unless otherwise agreed, Maranta shall provide an electronic link to make available to Subscriber the Products login credentials to access the Products.

ARTICLE 4 - SOFTWARE SERVICES, MAINTENANCE, AND SUPPORT

4.1 Software Terms of Use

  1. Subscriber may use, copy, or prepare derivative works of documentation or exhibits supplied in digital format and thereafter reproduce, display, and redistribute the customized documentation or exhibits only for Subscriber's own internal use. Portions of Documentation supplied in digital format merged with other software and printed or digital documentation are subject to this Agreement. Subscriber shall include the following copyright attribution notice acknowledging the proprietary rights of Maranta and its licensors: "Portions of this document include intellectual property of Maranta and its licensors and are used herein under permitted use. Copyright © [ Subscriber will insert the actual copyright date(s) from the source materials] Maranta, LLC. All rights reserved."
  2. Consultant or Contractor Access. Subject to Section 3.1 and the Third Party Acknowledgement and Terms of Service (available upon request), Maranta grants Subscriber the right to permit Subscriber's Third-Party Consultants or Contractors to use the Products exclusively and solely for Subscriber's benefit within the intended use of the Product. Subscriber must comply with terms and provisions of the Third Party Acknowledgement and Terms of Service and provide a copy to Maranta. Subscriber's Third-Party Consultants or Contractors shall not use Services or replicate data for any purpose outside the Subscriber’s contracted services with the Third-Party Consultants or Contractors. Subscriber shall be solely responsible for compliance by Third-Party Consultants and Contractors with this Agreement and shall ensure that the Third-Party Consultant or Contractor discontinues Product use upon completion of work for Subscriber. Access to or use of Products by Third-Party Consultants or Contractors not exclusively for Subscriber's benefit is prohibited.
  3. Modification of Services. Maranta may change Online Services at any time. If any modification, discontinuation, or deprecation of Online Services causes a material, adverse impact to Customer's operations, Maranta may, at its discretion, attempt to repair, correct, or provide a workaround for Online Services. If a viable solution is not commercially reasonable, Subscriber may cancel its subscription to Online Services, and Maranta will issue a prorated refund.
  4. Monitoring. Subscriber will provide information and other materials related to its Subscriber Content as reasonably requested by Maranta to verify Maranta's or Subscriber's compliance with this Agreement.
  5. Personally Identifiable Information. Prior to providing any Subscriber Content under this Agreement, Subscriber shall notify Maranta if Subscriber Content includes personally identifiable information.
  6. Compensation and Expenses. Maranta will invoice Subscriber annually, unless another frequency is agreed upon between Subscriber and Maranta, for Software to be provided for the upcoming subscription period. Subscriber will pay invoices within 60 days of receipt. If expenses and fees are equal to $0, Maranta shall not invoice Subscriber for that which is included in the Subscription.

4.2 Named User Authorization.

Except as expressly set forth in this Agreement, the following terms apply to Software for which Customer acquires Named User Authorizations.

  1. Named Users.
    1. Named User Authorizations are for designated users only and may not be shared with other individuals.
    2. Subscriber may reassign a Named User Authorization to another user if the former user no longer requires access to the Software.
    3. Subscriber may not add third parties as Named Users, other than third parties included within the definition of Named Users and the third party user organization has completed and submitted the Third-Party Contractor Acknowledgment and Terms of Service.

4.3 Limited-Use Programs.

  1. Trial, Evaluation, and Beta Programs. Products acquired under a trial, evaluation, or beta program are permitted for evaluation and testing purposes. Any such use is at Customer's own risk. If Customer does not convert to a purchased subscription prior to the expiration of the trial, evaluation, or beta program, Customer may lose any Customer Content made during the term.
  2. Other Maranta Emergency or Limited-Use Programs. If Subscriber acquires Products under any limited-use program not listed above, Subscriber's use of the Products may be subject to the terms set forth in the applicable launching page, letter, or enrollment form in addition to the non-conflicting terms of this Agreement.

4.4 Uses Not Permitted.

Except to the extent that applicable law prohibits or overrides these restrictions, or as provided herein, Subscriber shall not:

  1. Sell, rent, lease, sublicense, lend, assign, or time-share Products or Customer Data ;
  2. Distribute, copy, sell, rent, lease, or lend Software, GIS or tabular data to third parties, including third-parties under service contract with Subscriber, professional relationships, or otherwise.
  3. Permit persons other than Authorized Users to access or use the Products (or any part thereof);
  4. Act as a service bureau or Commercial ASP;
  5. Use Software, Data, or Documentation for a site or service and operate the site or service for profit or generate revenue through direct or indirect methods (e.g., advertising or by charging for access to the site or service);
  6. Redistribute Software, Data, or Services to third parties, in whole or in part;
  7. Distribute Authorization Codes or credentials to third parties;
  8. Reverse engineer, decompile, or disassemble Products;
  9. Make any attempt to circumvent the technological measure(s) that controls access to or use of Products;
  10. Upload or transmit content or otherwise use Products in violation of third-party rights, including intellectual property rights, privacy rights, nondiscrimination laws, or any other applicable law or government regulation;
  11. Remove or obscure any Maranta patent, copyright, trademark, proprietary rights notices, and/or legends contained in or affixed to any Product, Product output, metadata file, or online and/or hard-copy attribution page of any Data or Documentation delivered hereunder;
  12. Unbundle or independently use the individual or component parts of Software or Online Services;
  13. Incorporate any portion of the Software into a product or service that competes with the Software;
  14. Benchmark the availability, performance, or functionality of Software for competitive purposes or publish the results of benchmark tests run on Software without the prior written permission of Maranta;
  15. Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with the Software in a manner that would subject such code or any part of the Software to open source license terms, which includes any license terms that require computer code to be (i) disclosed in source code form to third parties, (ii) licensed to third parties for the purpose of making derivative works, or (iii) redistributable to third parties at no charge;
  16. Customer may not use, and may not authorize its end users or contractors to combine or use any Maranta Offerings with any software (including any underlying dependencies), documentation, or other material distributed under an open source or other similar licensing or distribution model that requires as a condition of such model that any component of the Maranta Offering to be (i) disclosed or distributed in source code form, (ii) made available free of charge to third parties, or (iii) modifiable without restriction by third parties;
  17. Create or transmit spam, spoofings, phishing emails, or offensive or defamatory material; or stalk or make threats of physical harm;
  18. Store or transmit any Malicious Code;
  19. Violate any law or regulation;
  20. Probe, scan, or test the vulnerability of Software or breach any security or authentication measures used by Software without written approval from Maranta.

4.5 Service Interruption.

System failures or other events beyond Maranta's reasonable control may interrupt Subscriber’s access to Software. Maranta may not be able to provide advance notice of such interruptions.

4.6 Subscriber Content.

  1. Subscriber acknowledges Subscriber data shall be made available to other authorized Subscribers to Software through Maranta Products
  2. Maranta will take reasonable measures to ensure that any Subscriber content and confidential information provided to Maranta is not inappropriately accessed or distributed to any third-party.
  3. Subscriber grants Maranta and its subcontractors a nonexclusive, nontransferable, worldwide right to host, run, modify, and reproduce Subscriber Content as needed to provide Software Services to Subscriber.
  4. If Subscriber accesses Software with an application provided by a third party, Maranta may disclose Subscriber Content to such third party as necessary to enable interoperation between the application, Software, and Subscriber Content.
  5. Maranta may disclose Subscriber Content if required to do so by law or regulation or by order of a court or other government body, in which case Maranta will reasonably attempt to limit the scope of disclosure.
  6. Maranta may or may not remove or delete Subscriber Content if there is reason to believe that uploaded Subscriber Content to or using it with Software does not materially violate this Agreement. Maranta holds the right to store, maintain, analyze, and/or continue to display Subscriber content if there is reason to believe that uploaded Subscriber Content to or using it with Software does not materially violate this Agreement. Customer may request Maranta to remove customer content during the subscription period and within 30 days following the termination of the agreement.

4.7 Service Suspension.

Maranta may suspend access to Software (i) if Subscriber materially breaches this Agreement and fails to timely cure the breach, (ii) if Maranta reasonably believes that Subscriber’s use of Software will subject Maranta to immediate liability or adversely affect the integrity, functionality, or usability of Software, (iii) for scheduled maintenance, (iv) to enjoin a threat or attack on Software, or (v) if Software becomes prohibited by law or regulated to a degree that continuing to provide them would impose a commercial hardship. When feasible, Maranta will notify Subscriber of any Software suspension beforehand and give Subscriber reasonable opportunity to take remedial action.

Maranta is not responsible for any damages, liabilities, or losses that may result from any interruption or suspension of Software or removal of Subscriber’s content as described above.

4.8 Notice to Maranta.

Subscriber will promptly notify Maranta if Subscriber becomes aware of any unauthorized use of Subscriber’s subscription or any other breach of security regarding Software.

4.9 Maranta will use commercially reasonable efforts to ensure that Maranta Products and Offerings will not transmit any Malicious Code to Subscriber. Maranta is not responsible for Malicious Code that Subscriber introduces to Maranta Products or Offerings or that is introduced through Third Party Content. Malicious Code means software viruses; worms, time bombs, Trojan horses; or any other computer code, files, denial of service, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.

4.10 Maintenance and Support.

Maranta will provide maintenance and support services to Subscriber for qualifying Products during the applicable Term for such Products provided the applicable subscription and support fees have been paid.

  1. Maranta will work to make all reasonable efforts to provide upward compatibility for the Product within a reasonable timeframe for Esri® ArcGIS Online.
  2. Provide Software updates, including upgrades and enhancements to, but not limited to, the Software application, content, data schemas, and documentation on a when-and-if available basis. Updates to the Product subscription means subsequent versions of the Products which Maranta generally makes available to its customers who are under active Subscriptions for which fees have been paid for the relevant support period.
  3. Updates may not always include any release, option, or future program that Maranta licenses separately. Updates are provided on a when-and-if available basis as determined by Maranta. Maranta is under no obligation to develop any future programs or functionality.
  4. Maranta may, but is not obligated to provide support for the following items:
    1. Creation of Third-Party user profiles unless explicitly stated otherwise;
    2. Assistance with questions related to third-party software, computer hardware, networking, and other similar items that are not provided by Maranta;
    3. Subscriber Data debugging and/or correcting;
    4. Assistance with Products which are not part of a standard life cycle, such as preview or beta releases;
  5. Maranta specifically excludes the following items from support services:
    1. Assistance with computer operating system questions not directly pertinent to the Products;
    2. Services necessitated as a result of any cause other than authorized ordinary and proper use by the Subscriber of the Products, including but not limited to neglect, abuse, unauthorized modifications, and/or unauthorized updates;
  6. Technical support provided pursuant to these support provisions shall be performed in a professional manner. Maranta will use commercially reasonable efforts to provide corrections to a technical issue or provide a workaround, but Maranta cannot guarantee that all technical issues can be fixed or resolved.
  7. All problem categories from routine, non-critical and critical, that occur during normal business hours shall procedurally occur as follows: 1) Subscriber's system administration and steward staff as first line of support, and then 2) Maranta staff as the second line of support. Maranta will make all reasonable efforts to acknowledge all requests for support during normal business hours within 48 hours.
    1. After a Technical Support Incident is logged, Maranta will use commercially reasonable efforts to provide corrections to a technical issue or provide a work around. While it is Maranta's goal to provide an acceptable solution to technical issues, Maranta cannot guarantee that all technical issues can be fixed or resolved.

ARTICLE 5 - TERM, EXPIRATION, AND TERMINATION

5.1. Upon sixty (60) days written notice, the fee for the Subscription Period subsequent to current Subscription Period may be adjusted by Maranta to reflect increases in costs of providing the services; provided, Maranta will notify Subscriber of the new pricing no less than sixty (60) days prior to the renewal date of the period preceding the period for which such adjusted pricing applies.

5.2. Subscription Expiration.

Maranta will send Subscriber a notice of expiration approximately sixty (60) days before the Subscription term expires. If Maranta does not receive a purchase order or payment prior to the expiration date, Maranta will send the notification to Subscriber upon expiration of the Subscription term. All other Maintenance benefits and support services will end with the expiration of the Subscription term.

5.3. Reinstatement Fee for Lapsed Subscription.

Maranta will reinstate a Subscription if Subscriber sends a purchase order or payment within sixty (60) days of the expiration date. If Subscriber does not renew a Subscription within sixty (60) days of the expiration date but at a later date wants to reinstate a Subscription to Software, Subscription fees will include the Subscription fees that Subscriber would have paid since the expiration date.

5.4. Termination Terms.

Either party may terminate this Agreement or any Product subscription for a material breach that is not cured within thirty (30) days of written notice to the breaching party, except that termination shall be deemed to have immediate effect for a material breach that is impossible to cure.

5.5. Termination by Subscriber.

In the event that either funding from Subscriber or other sources is withdrawn, reduced, or limited, or the authority of Subscriber to perform any of its duties is withdrawn, reduced, or limited in any way after the Effective Date of this Agreement, Subscriber may terminate subsequent Term Subscription Periods by giving Maranta thirty (30) days' written notice prior to the end of the current Term Subscription Period. The effective date of such termination will be the start of the subsequent Term.

5.6. Termination by Maranta.

Maranta may terminate subscription to the Product if:

  1. Subscriber violates its obligations under this Agreement and fails to cure the breach within thirty (30) days after Maranta's written notification, provided however, that no cure period prior to termination will be required as noted in Section 5.4; or
  2. Subscriber ceases to do business in the ordinary course, or becomes insolvent, enters bankruptcy, reorganization, composition or other similar proceedings under applicable laws, whether voluntary or involuntary, or admits in writing its inability to pay its debts, or makes or attempts to make an assignment for the benefit of creditors. Such termination shall be effective upon notice to such party or as soon thereafter as is permitted by applicable law.

5.7. Upon termination of the Subscription, all Product subscriptions granted hereunder terminate as well. Upon termination of a subscription, Subscriber will (i) stop accessing and using affected Product(s); (ii) remove and/or destroy all copies of data or documentation of affected Product(s) in Subscriber's possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Maranta.

5.8. If this Agreement is terminated per Section 5.4 or 5.5, the Subscriber is only liable for payment required by the terms of this Agreement for subscription and support services rendered or products and software received and accepted prior to the effective date of termination.

5.9. If this Agreement is terminated per Section 5.4 or 5.5, Maranta will then, for no additional charge to Subscriber and at Subscriber's option, grant access to the Subscriber for a period of 30 days, which will allow Subscriber to retain the ability to access records and data contained in the Software. If Subscriber needs to retain access to records or data for a period longer than 30 days, Maranta will consider reasonable requests to extend beyond 30 days.

5.10. The parties hereby agree that all provisions which operate to protect the intellectual rights of Maranta shall remain in force should breach or termination of any kind occur.

ARTICLE 6 - LIMITED WARRANTIES AND DISCLAIMERS

6.1 Limited Warranties.

Except as otherwise provided in this Article 6, Maranta warrants for the current service period and that the unmodified Software will substantially conform to the published documentation under normal use and service.

6.2 Special Disclaimer.

Third-Party Content and Integrations; Data; Samples; hot fixes; patches; updates; and other services provided at no charge; and trial, evaluation, and beta Products are delivered "as is" and without warranty of any kind.

6.3 Disclaimers.

  1. Internet Disclaimer. Neither party will be liable for damages under any theory of law related to the performance or discontinuance of operation of the internet or to regulation of the internet that might restrict or prohibit the operation or use of Software.
  2. Data Disclaimer. Maranta does not warranty or guarantee and is not responsible for the accuracy of content, data, or documentation that appears in or is referenced by Maranta Products.
  3. Third-Party Websites; Third-Party Content. Maranta is not responsible for any third-party website or third-party content that appears in or is referenced by Maranta Products or Maranta websites, including www.paverops.com. Providing links to third-party websites and resources does not imply an endorsement, affiliation, or sponsorship of any kind.

6.4 General Disclaimer.

Except for the express limited warranties set forth in this Agreement, Maranta disclaims all other express warranties or conditions of any kind, including, but not limited to, non-infringement of intellectual property rights. Maranta is not responsible for any nonconformities with specifications or loss, deletion, modification, or disclosure of Subscriber Content caused by Subscriber's modification of any Maranta Product or Service. Maranta does not warrant that Products and Services hereunder or Subscriber's operation of the same, will be uninterrupted, error free, fault-tolerant, or fail-safe or that all nonconformities can or will be corrected. Products are not designed, manufactured, or intended for use in environments or applications that may foreseeably lead to death, personal injury, or physical property/environmental damage. Subscriber should not follow any suggestions or instructions that appear to be hazardous, unsafe, or illegal. Any such use shall be at Subscriber's own risk and cost.

6.5 Exclusive Remedy.

Subscriber's exclusive remedy and Maranta's entire liability for breach of the limited warranties set forth in this Section shall be limited to (i) repair, correct, or provide a workaround for the applicable Products or Services; or (ii) at Maranta’s or Subscriber’s election, terminate Subscriber's right to use and Maranta shall refund prorated fees paid for Maranta Products or Services that do not meet Maranta limited warranties, provided that Subscriber removes and destroys all copies of Software content and documentation; ceases using the Software; and executes and delivers evidence of such actions to Maranta.

ARTICLE 7 - LIMITATION OF LIABILITY

7.1 Disclaimer of Liability.

Neither Subscriber nor Maranta will be liable for any indirect, special, incidental, or consequential damages; lost profits; lost sales; loss of goodwill; costs of procurement of substitute goods or services; or damages exceeding the applicable subscription fees paid for the current subscription period actually paid to Maranta for the Products or Services giving rise to the cause of action. Subscriber shall perform all reasonable and customary due diligence when using Product, its content, or analysis derived from the Product to inform decisions that may have an impact on Subscriber’s budget, risk assessment, project designs, construction methods, regulatory or permitting compliance, or risk damage to real property owned or managed by Subscriber or others.

7.2 The limitations and exclusions of liability in the preceding paragraph do not apply to Subscriber's infringement, misuse, or misappropriation of Maranta or Maranta licensors' intellectual property rights, either party's indemnification obligations, gross negligence, willful misconduct, or violations of the Export Compliance clause of this Agreement or any applicable law or regulation.

7.3 Applicability of Disclaimers and Limitations.

Maranta (or its authorized distributor, if any) has set its fees and entered into this Agreement in reliance on the disclaimers and limitations in this Agreement; the fees reflect an allocation of risk that is an essential basis of the bargain between the parties. These limitations will apply whether or not a party is aware of the possibility of any damage and notwithstanding any failure of essential purpose of any exclusive, limited remedy.

7.4 The foregoing warranties, limitations, and exclusions may be invalid in some jurisdictions and apply only to the extent permitted by applicable law or regulation in Subscriber's jurisdiction. Subscriber may have additional rights under law that may not be waived or disclaimed. Maranta does not seek to limit Subscriber's warranty or remedies to any extent not permitted by law.

ARTICLE 8 - INDEMNIFICATIONS

8.1 Definitions.

The following definitions supplement the definitions provided in Article 1:

  1. "Claim" means any claim, action, or demand by a third party.
  2. "Indemnitees" means Customer and its directors, officers, and employees.
  3. "Infringement Claim(s)" means any Claim alleging that Customer's use of or access to any Maranta Products or Services infringes a patent, copyright, trademark, or trade secret.
  4. "Loss(es)" means expenditure, damage award, settlement amount, cost, or expense, including awarded attorney's fees.

8.2 Infringement Indemnity.

  1. Maranta will defend, hold all indemnitees harmless from and against any Loss arising out of an Infringement Claim.
  2. If Maranta determines that an Infringement Claim is valid, Maranta may, at its expense, either (i) obtain rights for Customer to continue using the Maranta Products or Services or (ii) modify the Maranta Products or Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, Maranta may terminate Subscriber's right to use the Maranta Products or Services and will refund any unused portion of fees paid for Term Subscriptions.
  3. Maranta has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the Infringement Claim arises out of (i) the combination or integration of Maranta Products or Services with a product, process, or system or element not supplied by Maranta or specified by Maranta in its Documentation, (ii) alteration of Maranta Products or Services by anyone other than Maranta or its subcontractors, (iii) compliance with Subscriber's specifications, or (iv) use of Products or Services after Maranta either provides a modified version to avoid infringement or terminates Subscriber's right to use the Products or Services.

8.3 General Indemnity.

Maranta will defend and hold all Indemnitees harmless from, and indemnify any Loss arising out of, any Claim for bodily injury, death, or personal or real property damage brought against any of the Indemnitees to the extent arising from any negligent act or omission or willful misconduct by Maranta or its directors, officers, employees, or agents performing Services while on Customer's site.

8.4 Conditions for Indemnification.

As conditions for indemnification, Indemnitee will (i) promptly notify Maranta in writing of the Claim, (ii) provide all available documents describing the Claim, (iii) give Maranta sole control of the defense of any action and negotiation related to the defense or settlement of any Infringement Claim, and (iv) reasonably cooperate in the defense of the Infringement Claim at Maranta request and expense.

8.5 This section sets forth the entire obligation of Maranta, its authorized distributor (if any), and its third-party licensors (if any) regarding any Claim for which Maranta must indemnify Subscriber.

ARTICLE 9 - GENERAL PROVISIONS

9.1 Export Control Regulations.

Subscriber expressly acknowledges and agrees that Subscriber shall not export, reexport, import, transfer, or release Products, in whole or in part, to (i) any US embargoed country, (ii) any person on the US Treasury Department's list of Specially Designated Nationals, (iii) any person or entity on the US Commerce Department's Denied Persons List, Entity List, or Unverified List, or (iv) any person or entity or into any country where such export, re-export, or import violates any US, local, or other applicable import/export control laws or regulations including, but not limited to, the terms of any import/export license or license exemption and any amendments and supplemental additions to those import/export laws as they may occur from time to time.

9.2 Taxes and Fees, Shipping Charges.

Subscription fees quoted to Subscriber are exclusive of any and all taxes or fees, including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and handling charges.

9.3 No Implied Waivers.

The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.

9.4 Severability.

The parties agree that if any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.

9.5 Successor and Assigns.

Subscriber shall not assign, sublicense, or transfer Subscriber's rights or delegate Subscriber's obligations under this Agreement without Maranta's prior written consent, and any attempt to do so without consent shall be void. This Agreement shall be binding on the respective successors and assigns of the parties to this Agreement. Notwithstanding, a government contractor under contract to the government to deliver Products may assign this Agreement and Products acquired for delivery to its government customer upon written notice to Maranta, provided the government customer assents to the terms of this Agreement.

9.6 Survival of Terms.

The provisions of Articles 2, 5, 6, 7, 8 and 9 of this Agreement, and the provisions of section 4.4, shall survive the expiration or termination of this Subscription.

9.7 Dispute Resolution.

The parties will use the following dispute resolution process:

  1. Equitable Relief. Either party will have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief.
  2. US Government Agencies. This Agreement is subject to the Contract Disputes Act of 1978, as amended (41 USC 601-613).
  3. Other Government Entities. Maranta will comply with mandatory dispute resolutions under applicable law.
  4. Negotiation and Arbitration. The parties will attempt negotiation in good faith and a spirit of mutual cooperation. Except as noted above, the parties will submit to binding arbitration to resolve any dispute arising out of or relating to this Agreement that cannot be settled through negotiation. If Customer is in the United States or one of its territories or outlying areas, the Commercial Arbitration Rules of the American Arbitration Association will govern the arbitration proceedings. If Customer is outside the United States, the Rules of Arbitration of the International Chamber of Commerce will govern the proceedings. The parties will select a single arbitrator in accordance with the applicable arbitration rules. The language of the arbitration will be English. Arbitration will be at an agreed-upon location. Either party will, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute.

9.8 Audit.

Upon Maranta written request, Subscriber shall certify in a signed writing that its use of the Product is in full compliance with the terms of this Agreement (including any restrictions herein). Maranta, or its authorized representative, may, upon prior reasonable notice of at least ten (10) days, inspect and audit Subscriber's records and use of the Products to confirm compliance with this Agreement. All such inspections and audits will be conducted during regular business hours and in a manner that does not unreasonably interfere with ordinary business activities. Subscriber shall be responsible for any audit costs only in the event that such audit reveals that Subscriber's use is not in accordance with the permitted uses under this Agreement, and for unpaid subscription fees.

9.9 Feedback.

Maranta may freely use any feedback, suggestions, or requests for Product improvements that Subscriber provides to Maranta. Regardless of the source of any feedback or suggestions, any improvements to Software or Products, and any related intellectual property, are owned by Maranta.

9.10 Patents.

Subscriber may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Maranta technology or services. This express prohibition on patenting shall not apply to Subscriber's software and technology except to the extent that Maranta technology or services, or any portion thereof, are a part of any claim or preferred embodiment in a patent application or a similar application.

9.11 Force Majeure.

A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond the party's reasonable control. Such causes may include, but are not limited to, acts of God, war, strikes, labor disputes, cyber-attacks, laws, regulations, government orders, or any other force majeure event.

9.12 Independent Contractor.

Maranta is and at all times will be an independent contractor. Nothing in this Agreement creates an employer/employee, principal/agent, or joint venture relationship between Maranta and the Subscriber. No party has any authority to enter into contracts on behalf of another party or otherwise act on behalf of another party.

9.13 Entire Agreement.

This Agreement, including its incorporated documents, addendums, and exhibits constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license or subscription agreements, understandings, and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth in any purchase orders, invoices, or other standard form documents exchanged during the ordering process, other than product descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by each party.

9.14 Governing Law.

This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods.

  1. Government Entities. If Subscriber is a government entity, the applicable laws of the Subscriber's jurisdiction govern this Agreement to the extent required by law.
  2. Governing Law and Jurisdiction. This Agreement and any dispute arising out of or related to it shall be governed exclusively by the laws of the State of California and applicable US federal law, without regard to choice or conflicts of law rules.

9.15 US Government Subscriber.

The Products are commercial items, developed at private expense, provided to Subscriber under this Agreement. If Subscriber is a US government entity or US government contractor, Maranta provides Products to Subscriber in accordance with this Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Maranta Data and Online Services are licensed under the same subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. The commercial license rights in this Agreement strictly govern Subscriber's use, reproduction, or disclosure of Products. Maranta Software source code is unpublished, and all rights to Products are reserved by Maranta and its licensors. Subscriber may transfer Software to any licensed government procuring agency facility to which computer(s) on which Software is installed are transferred. If any court, arbitrator, or board holds that Subscriber has greater rights to any portion of Products under applicable public procurement law, such rights shall extend only to the portions affected.

PaverOps Terms of Service Nov 8, 2026