OnEveryMap Terms of Service

Introduction

These Terms of Service (“Agreement” or “TOS”) constitute a legally binding agreement between you (“Client” or “you”) and Marketing Bear Co., Ltd., a company registered in Thailand (Tax ID: 0105556178045), with its head office at 3 Prompan Tower 3, Ladprao Rd., 10th Floor Room 1001-1002, Soi Ladprao 3, Chom Phon, Chatuchak, Bangkok 10900, Thailand (“Company,” “we,” “us,” or “our”).

The Company operates the brand OnEveryMap. This Agreement governs your access to and use of all services, platforms, and websites provided by the Company. This includes all content and functionality available on the oneverymap.com domain and any of its subdomains (e.g., platform.oneverymap.com, app.oneverymap.com), the “MB Local powered by Uberall” service, the OnEveryMap Platform, and all associated Standard and Pro Services (collectively, the “Services”).

By accepting a quotation, signing an order form, or by accessing or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety.

1. Definitions

• “Agreement”: Refers to these Terms of Service, including any Quotations, Order Forms, and referenced Partner Platform Terms.
• “Client Data”: Any and all information, data, content, and materials provided by the Client to the Company, including but not limited to business names, addresses, phone numbers, opening hours, photos, logos, and other location-specific information.
• “MB Local”: Refers to the “MB Local powered by Uberall” service, which is a white-labeled version of the Uberall platform resold by the Company.
• “OnEveryMap Platform”: The Company’s proprietary platform, accessible at https://app.oneverymap.com (scheduled for launch in September 2025), which will serve as a central hub for service access, account management, and billing.
• “Partner Platform”: Any third-party software-as-a-service (SaaS) platform that the Company resells or integrates with, such as the Uberall platform.
• “Partner Platform Terms”: The terms of service, general terms and conditions, and privacy policies of a Partner Platform provider (e.g., Uberall).
• “Pro Services”: Additional, paid-for professional services provided by the Company as detailed in Section 5.2 and the Client’s Quotation.
• “Quotation”: A formal offer document provided by the Company to the Client detailing the specific Services to be provided, pricing, term, and other commercial details.
• “Services”: The collective offering from the Company, including access to Partner Platforms, the OnEveryMap Platform, Standard Services, and Pro Services.
• “Service Hours”: The block of time purchased by the Client for the execution of Pro Services.
• “Standard Services”: The set of services included with every purchase, as detailed in Section 5.1.

2. Scope of Services

The Company provides a suite of digital presence and location marketing management services. Our core offering involves providing access to and support for best-in-class Partner Platforms. The specific Services, quantities, and pricing applicable to the Client are detailed in the mutually agreed-upon Quotation, which is incorporated into this Agreement by reference.

3. Relationship with Partner Platforms

3.1. Our Role as a Strategic Partner. The Client acknowledges that a core component of the Services, such as “MB Local,” is provided by third-party Partner Platforms (e.g., Uberall). The Company is an authorized strategic partner and service provider for these platforms. We work closely with our partners to deliver an integrated service, which can include contributions to the localization and enhancement of the platform for specific markets. While we provide direct support and professional services to you, the underlying technology is owned and operated by the Partner Platform.

3.2. Incorporation of Partner Platform Terms. The Client’s use of any Partner Platform is subject to the provider’s own terms and conditions. The current terms for Uberall are available at: https://uberall.com/en-us/uberall-terms-and-conditions. The Company will provide links to the terms of any other Partner Platforms as they become part of the Client’s service package.

3.3. Binding Agreement. By accepting this Agreement, the Client concurrently and irrevocably agrees to be bound by the terms and conditions of the applicable Partner Platform(s) as if they were entered into directly between the Client and the Partner Platform provider. Your acceptance of this Agreement constitutes your binding acceptance of the Partner Platform’s terms. It is the Client’s responsibility to review and understand these terms.

3.4. Disclaimer. The Company is not responsible for the performance, availability, features, or any failures of the Partner Platforms themselves. Our responsibility is limited to providing access, support, and the professional services as outlined in this Agreement. Any warranties, liabilities, or obligations related to the core functionality of a Partner Platform are governed solely by the Partner Platform Terms.

4. The OnEveryMap Platform

The Company is developing the OnEveryMap Platform, which is scheduled to launch in August 2025 and will be accessible at https://app.oneverymap.com. This platform will serve as an umbrella for managing access to various Partner Platforms, handling billing and payments, and providing consolidated reporting and analytics. This Agreement shall govern the use of the OnEveryMap Platform upon its release.

5. Service Tiers

Our service offerings are divided into two categories:

5.1. Standard Services

The following Standard Services are included with every purchase at no additional cost:

• Onboarding of Locations: We will manage the initial setup and onboarding of your business locations onto the subscribed Partner Platform(s).
• Kickoff Meeting: A virtual kickoff meeting to align on goals, strategy, and timelines.
• Access to Documentation: Access to our knowledge base and relevant documentation for using the platforms and services.

5.2. Pro Services

Pro Services are paid services designed to provide dedicated, hands-on support. These services are based on a pre-purchased block of Service Hours, with a minimum commitment of ten (10) hours per month. The specific number of hours and the price per hour will be confirmed in your Quotation. Pro Services include:

• All Standard Services.
• Dedicated Support: Use of your purchased Service Hours for tasks such as data optimization, troubleshooting, custom reporting, and strategic consultations.
• Monthly Online Training: One (1) personalized online training session per month for your team.
• In-Person Kickoff Meeting: For Clients based in the Bangkok metropolitan area, the kickoff meeting can be conducted in person at the Client’s premises.
• Additional Service Hours: Any service time required beyond the pre-purchased monthly block will be charged at a rate of 1,590 THB per hour. This time is billed in 15-minute increments. All additional hours must be approved by the Client in writing (email is sufficient) before work commences.

6. Service Level Agreement (SLA)

The service level commitments applicable to the OnEveryMap Platform are defined in the Master Service Level Agreement (“MSLA”) published on the Company’s website and incorporated into this Agreement by reference.

The Company will use commercially reasonable efforts to meet the service levels set out in the MSLA.

In the event of any conflict between this Agreement and the MSLA, this Agreement shall prevail.

6.1. Support Services

• Availability: Our support team is available from Monday to Friday, 9:00 AM to 6:00 PM (Thailand Time, GMT+7), excluding official Thai public holidays.
• Channels: Support requests can be submitted via email to a designated support address or through our ticketing system (when available).
• Response Times: The applicable support response times and issue prioritization are defined in the Master Service Level Agreement (“MSLA”).

6.2. Platform Uptime

OnEveryMap Platform: The Company will use commercially reasonable efforts to ensure the OnEveryMap Platform (app.oneverymap.com), once launched, is available at least 99.5% of the time in any given calendar month, as further defined in the MSLA.

Exclusions: This uptime commitment is subject to the exclusions and limitations set out in the MSLA, including scheduled maintenance, Partner Platform outages, Client-side issues, and Force Majeure events as defined in Section 15.1.

Partner Platforms: The availability of Partner Platforms (e.g., platform.oneverymap.com powered by Uberall) is governed by the SLA of the respective partner.

7. Client Obligations

• Accuracy of Data: The Client is solely responsible for the accuracy, legality, and quality of all Client Data. You warrant that you have the right to use and distribute the Client Data as contemplated by this Agreement.
• Account Security: The Client is responsible for maintaining the confidentiality of all account credentials and for all activities that occur under their accounts.
• Compliance: The Client must comply with all applicable laws and regulations in connection with their use of the Services.
• Cooperation: The Client agrees to cooperate with the Company in a timely manner as reasonably necessary for the provision of the Services.

8. Fees and Payment

• Fees: The Client agrees to pay all fees as specified in the Quotation.
• Invoicing: Unless otherwise specified, invoices will be issued monthly in advance.
• Payment Terms: All payments are due within 30 days of the invoice date. All fees are quoted in Thai Baht (THB) and are exclusive of any applicable taxes, such as VAT, which will be added to the invoice.
• Late Payments: Late payments may be subject to interest at a rate of 1.5% per month or the maximum rate permitted by law. We reserve the right to suspend access to the Services for accounts that are more than 30 days overdue.

9. Intellectual Property

• Company IP: The Company and its licensors (including Partner Platform providers) retain all rights, title, and interest in and to the Services, including all underlying software, platforms, and documentation.
• Client IP: The Client retains all rights, title, and interest in and to the Client Data.
• License to Company: The Client grants the Company a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display the Client Data for the sole purpose of providing the Services under this Agreement.
• Marketing References: Unless otherwise requested by the Client in writing, the Client grants the Company a non-exclusive, royalty-free right to use the Client’s business name, trade name, logo, and a general description of the Services provided for marketing, sales, and promotional purposes, including on the Company’s website, presentations, case studies, social media, and printed materials.
  If the Client does not wish to be referenced for marketing purposes, the Client must submit a written request via the Company’s ticketing system as soon as reasonably possible after commencing use of the Services.
  Such a request shall apply only to future marketing materials. Existing physical marketing materials created prior to the request shall not be revised. Web-based marketing content will be updated or removed within a reasonable period after receipt of the request.

10. Confidentiality

Each party agrees not to disclose the other party’s Confidential Information, which includes this Agreement’s terms, business strategies, and any non-public data. This obligation will survive the termination of this Agreement for a period of three (3) years.

11. Limitation of Liability

To the maximum extent permitted by law, the total liability of the Company in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to the Company during the twelve (12) month period immediately preceding the event giving rise to the claim. The Company shall not be liable for any indirect, consequential, or special damages, including loss of profits.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, and employees from and against any and all claims, damages, losses, and expenses arising from (a) the Client’s breach of this Agreement, (b) the inaccuracy or illegality of the Client Data, or (c) the Client’s violation of any applicable law or third-party rights.

13. Term and Termination

• Term: The initial term of this Agreement will be specified in the Quotation. The Agreement will automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.
• Termination for Cause: Either party may terminate this Agreement for cause if the other party commits a material breach and fails to cure such breach within 30 days of receiving written notice.

14. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Thailand, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in Bangkok, Thailand.

15. General Provisions

• 15.1. Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemics, or government action.
• 15.2. Notices: All notices shall be sent to the addresses specified in the Quotation or to the Company’s address listed herein. Email notice is acceptable.
• 15.3. Assignment: The Client may not assign this Agreement without the prior written consent of the Company.
• 15.4. Entire Agreement: This Agreement, together with the Quotation and any referenced Partner Platform Terms, constitutes the entire agreement between the parties and supersedes all prior agreements.

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