These terms of service (these "Terms") govern your access to and use of the OuterSpatial website at www.outerspatial.com (the "Website"), the OuterSpatial mobile applications ("Mobile App"), and any content, functionality (including API), and services offered on or through such Website and Mobile App (including all related documentation, collectively the "Platform"). The Platform is owned by Trailhead Labs, Inc., a Delaware corporation ("Trailhead Labs" or "we") and is licensed, not sold, to you. Please read these Terms carefully before using the Platform.
1. Description and Use of Platform
Designed for organizations, the Platform helps your organization get its park and recreation data into the hands of visitors through modern interactive maps and the Mobile App. For visitors, the Platform is a guide to outdoor activities — perfect for hiking, biking, and exploring public lands. The Platform includes maps, photos, directions, and official trail guides obtained from land management agencies and other organizations.
We work with land management agencies and nonprofits (collectively referred to as organizations) for the purpose of obtaining the most up-to-date information available; however, we do not independently verify the accuracy or completeness of any information provided via the Platform. Trailhead Labs assumes no responsibility, and disclaims all liability, with regard to such information, including the reliability, accuracy, completeness, or legality of such information. The Platform should be used in a manner consistent with safe and prudent travel and navigation practices, and must not be solely relied upon for any purpose that is critical to the safety of life or property.
The Platform permits organizations and others to upload maps and other data to the Platform using Manager, an intuitive and easy-to-use CMS for park and recreation data, and Publisher, an API and set of download endpoints that make recreation data available in an open and accessible way. Organizations can also create organization-branded, custom interactive maps using Map Builder. Any such uploads or other content contributions to the Platform will be subject to Section 9 (Third Party Content) of these Terms. Finally, the analytics features of the Platform provide detailed information on how visitors are engaging with park and recreation data within the Platform (both Website and Mobile App).
2. Intellectual Property Rights; License Grant
The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by Trailhead Labs, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Subject to these Terms, Trailhead Labs (i) permits you to use the Website for your personal, non-commercial use, and (ii) grants you a limited, non-exclusive, and nontransferable license to download, install, and use the Mobile App for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with this Agreement.
3. License Restrictions
You must not:
- copy the Platform, except as expressly permitted by this license;
- modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform;
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
- remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any features or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time; or
- remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform.
4. Reservation of Rights
You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions under this Agreement. Trailhead Labs reserves and shall retain its entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
5. Collection and Use of Your Information
6. Geographic Restrictions
Trailhead Labs is based in the state of California in the United States, and the Platform is provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access the Platform outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you are responsible for compliance with local laws.
Trailhead Labs may from time to time in its sole discretion develop and provide Platform updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Trailhead Labs has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. If you have downloaded the Mobile App, based on your Mobile Device settings, when your Mobile Device is connected to the internet, either:
- the Platform will automatically download and install all available Updates; or
- you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Platform or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.
8. Unauthorized Use of the Platform
You agree (i) not to use the Platform in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party, and (ii) that Trailhead Labs is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, or illegal messages or transmissions that you may receive as a result of using the Platform.
9. Third Party Content
The Platform may display, include, or make available third-party content (including official trail guides and other information about outdoor locations provided by organizations, interactive maps, communications and information posted by users, and other data, information, applications, and other products, services and/or materials) or provide links to third-party websites or services (collectively, "Third Party Content"). You acknowledge and agree that Trailhead Labs is not responsible for Third Party Content, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Trailhead Labs does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Content. Third Party Content and links thereto are provided solely as a service and convenience to you and you access and use Third Party Content entirely at your own risk and subject to such third parties' terms and conditions.
- You acknowledge and agree that the provision of access to any Third Party Content shall not constitute or imply any endorsement by Trailhead Labs or its affiliates of such Third Party Content. Trailhead Labs reserves the right to restrict or deny access to any Third Party Content otherwise accessible through the Platform, although Trailhead Labs has no obligation to restrict or deny access even if requested by you.
- Organizations and others that post Third Party Content using the Platform are the sole and exclusive owners of such Third Party Content. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on Third Party Content (other than your own content) in any manner, and you shall not exploit Third Party Content in any way whatsoever. You agree that you will not use any Third Party Content in a manner that would infringe or violate the rights of any other party, and that Trailhead Labs is not in any way responsible for any such use by you.
- Organizations and others that post Third Party Content using the Platform hereby grant to Trailhead Labs a perpetual, irrevocable, non-terminable, worldwide, royalty-free, and non-exclusive license to use, copy, distribute, publicly display, modify, create derivative works, and sublicense such Third Party Content, in any media, for Trailhead Labs to provide the Platform services, as determined by Trailhead Labs in its sole discretion.
10. Terms and Termination
- The term of this Agreement commences when you access and use the Website or download the Mobile App and will continue in effect until terminated by you or Trailhead Labs as set forth in this Section 10.
- You may terminate this Agreement with respect to the Mobile App by deleting the Mobile App and all copies thereof from your Mobile Device.
- Trailhead Labs may terminate this Agreement at any time without notice if it ceases to support the Platform, which Trailhead Labs may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
- Upon termination:
- all rights granted to you under this Agreement will also terminate; and
- you must cease all use of the Platform and delete all copies of the Mobile App from your Mobile Device and account.
- Termination will not limit any of Trailhead Labs' rights or remedies at law or in equity.
11. Disclaimer of Warranties
THE PLATFORM AND ITS CONTENT ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TRAILHEAD LABS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, TRAILHEAD LABS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
WITHOUT LIMITING THE FOREGOING, TRAILHEAD LABS SPECIFICALLY DOES NOT REPRESENT THAT ANY INFORMATION OR CONTENT, INCLUDING ANY MAPS OR NAVIGATIONAL GUIDANCE, AVAILABLE VIA THE PLATFORM IS ACCURATE OR COMPLETE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRAILHEAD LABS OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR THE CONTENT AND SERVICES FOR:
- PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; OR
- DIRECT DAMAGES IN AMOUNTS THAT EXCEED $50.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR TRAILHEAD LABS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless Trailhead Labs and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Platform or your breach of this Agreement. Furthermore, you agree that Trailhead Labs assumes no responsibility for the content you submit or make available through this Platform.
14. Export Regulation
The Platform may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform to, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the US.
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
16. Governing Law
This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City of San Francisco. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
17. Limitation of Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
18. Entire Agreement
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.