Mapware Hardware Full Terms and Conditions of Sale

Mapware Hardware Customer agreement

Last Updated: November 12, 2026

These Full Terms and Conditions of Sale (“Terms”) apply to quotations, orders, sales, products, equipment, software, firmware, services, and related deliverables provided by Mapware, Inc. (“Mapware”) to the purchaser identified in the applicable quotation, purchase order, order acknowledgment, or agreement (“Customer”). These Terms, together with the applicable Mapware quotation and any mutually executed written agreement, constitute the terms governing the applicable transaction.
1. Quotation Validity
Unless otherwise stated in writing, quotations issued by Mapware are valid for ninety (90) days from the quotation date.
Pricing, availability, estimated delivery dates, and other commercial terms are subject to revision following expiration of the quotation.
A quotation does not constitute Mapware’s acceptance of an order or an unconditional commitment to supply products or services.
2. Pricing and Configuration
Pricing is based upon the quantities, product configuration, specifications, scope, delivery requirements, and other assumptions identified in the applicable quotation.
Changes to quantities, configuration, specifications, installation requirements, delivery requirements, requested documentation, testing, certification, integration requirements, or other scope may result in revised pricing and delivery schedules.
3. Pricing Adjustments
Pricing is based on supplier pricing, tariffs, duties, exchange rates, governmental charges, and other costs in effect as of the quotation date.
Prior to Mapware’s acceptance of an order, Mapware reserves the right to revise pricing to reflect material changes in supplier pricing, newly imposed or increased tariffs or duties, government-mandated charges, exchange rates, component availability, or other material cost increases outside Mapware’s reasonable control.
Following acceptance of an order, pricing may be adjusted only as permitted by the applicable quotation, change order, written agreement, or as otherwise mutually agreed in writing.
4. Taxes, Duties and Government Charges
Prices exclude all applicable sales, use, value-added, excise, withholding, customs, import or export duties, tariffs, brokerage charges, government fees, and similar taxes, charges, or assessments unless expressly stated otherwise.
Customer is responsible for all such amounts imposed in connection with the sale, shipment, importation, installation, possession, or use of the products, excluding taxes imposed solely upon Mapware’s net income.
If Mapware is required by law to collect or pay any such amount on Customer’s behalf, Customer shall reimburse Mapware unless Customer provides a valid exemption certificate or other documentation acceptable to the applicable governmental authority.
5. Shipping and Delivery
Unless expressly included in the quotation, shipping, freight, insurance, customs brokerage, packaging required for special transportation, and other transportation-related charges are additional and shall be Customer’s responsibility.
Delivery dates and lead times are estimates only and are subject to component availability, supplier performance, manufacturing schedules, carrier availability, export authorization, governmental approvals, and circumstances outside Mapware’s reasonable control.
Product availability and estimated lead times are not guaranteed until Mapware accepts Customer’s order.
Mapware shall not be liable for damages, penalties, loss of use, loss of revenue, aircraft downtime, or other losses resulting from reasonable delays in manufacture, shipment, or delivery.
6. Payment Terms
Payment terms are as stated in the applicable quotation, order acknowledgment, or mutually executed written agreement.
Mapware may condition procurement, manufacturing, integration, testing, shipment, or delivery upon receipt of deposits, progress payments, advance payments, or other amounts identified in the quotation.
Amounts not paid when due may result in suspension of procurement, production, technical support, shipment, delivery, or other performance.
Customer shall not withhold, offset, recoup, deduct, or reduce amounts owed to Mapware because of unrelated claims unless expressly authorized in writing by Mapware.
7. Order Acceptance
A quotation issued by Mapware is an invitation for Customer to submit an order and does not constitute Mapware’s acceptance of an order.
Customer’s issuance of a purchase order, written authorization to proceed, payment of a required deposit or advance payment, or other written acceptance referencing a Mapware quotation constitutes Customer’s acceptance of the pricing, configuration, specifications, and these Terms.
No order is binding upon Mapware until accepted by Mapware in writing, through an order acknowledgment, or through commencement of performance expressly authorized by Mapware.
8. Customer Purchase Order Terms
Mapware’s acceptance of any Customer purchase order is expressly conditioned upon Customer’s assent to these Terms.
Any additional, different, or conflicting terms contained in Customer’s purchase order, procurement portal, vendor form, acknowledgment, online terms, or other documentation are expressly rejected and shall not become part of the parties’ agreement unless specifically agreed to in a writing signed by an authorized representative of Mapware.
Mapware’s acknowledgment of a purchase order, commencement of work, procurement of materials, shipment of products, performance of services, or acceptance of payment shall not constitute acceptance of any additional, different, or conflicting Customer terms.
9. Changes and Cancellations
Once an order has been accepted, Customer-requested changes are subject to Mapware’s written approval and may result in changes to pricing, delivery schedules, specifications, engineering requirements, testing requirements, or other terms.
Because Mapware products may include specially procured, configured, customized, or non-returnable components, Customer may not cancel an accepted order without Mapware’s written consent.
If Mapware agrees to a cancellation, Customer shall be responsible for costs and commitments incurred by Mapware through the effective date of cancellation, including:
   • non-cancellable or non-returnable materials and components;
   • supplier cancellation charges;
   • engineering and labor costs;
   • work in process;
   • completed products;
   • restocking charges; and
   • other reasonable costs resulting from the cancellation.
Deposits and advance payments associated with committed procurement, performed work, custom components, or other non-recoverable costs may be non-refundable to the extent stated in the applicable quotation or reasonably necessary to compensate Mapware for such costs.
10. Third-Party Components
Mapware products may incorporate cameras, sensors, navigation equipment, computing equipment, software, firmware, batteries, communication equipment, or other products supplied by third parties.
Availability, pricing, licensing, lead times, support, and warranties applicable to third-party components may be subject to the applicable manufacturer’s terms and conditions.
Unless expressly stated otherwise, Mapware does not warrant that a third-party manufacturer will continue producing, supporting, updating, repairing, or replacing a particular product, software package, firmware version, or component.
Mapware may substitute functionally equivalent components when reasonably necessary because of component obsolescence, discontinuation, supply constraints, or similar circumstances, provided that any material change affecting agreed system specifications will be communicated to Customer.
11. PRODUCT WARRANTY
11.1 Integrated System Limited Warranty
Mapware warrants to the original Customer that its fully integrated POD system will be free from defects in Mapware-provided materials and workmanship under normal and intended operating conditions for a period beginning upon delivery to Customer and ending upon the earlier of:
(a) twelve (12) months from delivery to Customer;
or
(b) two hundred fifty (250) flight hours,
whichever occurs first (“Mapware Warranty Period”).
For purposes of these Terms, “delivery to Customer” occurs when the product is physically delivered to Customer or Customer’s designated delivery location.
The warranty applies to the integrated system as delivered by Mapware and is subject to the limitations, exclusions, procedures, and remedies stated in these Terms.
11.2 Exclusive Warranty Remedy
If Mapware determines that a product contains a defect covered by the Mapware limited warranty, Mapware shall, at its sole option:
   • repair the defective product or component;
   • replace the defective product or component with a new, refurbished, or functionally equivalent product or component; or
   • if Mapware determines that repair or replacement is commercially impracticable, provide an equitable credit or refund attributable to the defective portion of the product.
The foregoing constitutes Mapware’s sole obligation and Customer’s exclusive remedy for breach of the Mapware integrated-system limited warranty.
11.3 Third-Party Component Warranties
Certain third-party hardware components incorporated into the POD system may carry original equipment manufacturer (“OEM”) warranties extending beyond the Mapware Warranty Period.
Where an applicable OEM warranty is available, Mapware will use commercially reasonable efforts to make the benefit of such warranty available to Customer, subject to the OEM’s warranty terms, eligibility requirements, exclusions, claim procedures, limitations, and transferability requirements.
Any remaining OEM warranty applies solely to the applicable third-party component.
An OEM warranty does not:
   • extend, renew, or restart Mapware’s integrated-system warranty;
   • create an additional warranty by Mapware;
   • obligate Mapware to provide free labor, diagnostics, shipping, installation,        integration, calibration, or testing beyond the Mapware Warranty Period; or
   • make Mapware responsible for an OEM’s denial, delay, discontinuation, administration, or performance of a warranty claim.
11.4 Warranty Claims and RMA Procedures
Mapware shall serve as Customer’s primary point of contact for warranty-related technical support, initial fault diagnostics, and Return Material Authorization (“RMA”) coordination.
All warranty claims must be initiated through Mapware.
Products shall not be returned to Mapware without prior written RMA authorization.
Customer shall provide information reasonably requested by Mapware to diagnose the reported condition, which may include operating logs, flight-hour records, photographs, error messages, configuration information, software or firmware versions, system logs, and circumstances surrounding the reported failure.
Mapware may require the complete integrated POD system, rather than an individual component, to be returned to a Mapware-designated service facility when reasonably necessary for diagnosis, troubleshooting, integration testing, calibration, or verification of system performance.
Where Mapware determines that an eligible third-party component is defective, Mapware may coordinate an applicable OEM warranty claim subject to the OEM’s approval and procedures.
11.5 Warranty Shipping and Service Costs
During the Mapware Warranty Period, Customer shall be responsible for arranging and initially paying the cost of shipping or transporting the product to Mapware’s designated service facility, including appropriate packaging and transportation insurance.
If Mapware determines that the reported condition constitutes a defect covered by the Mapware limited warranty, Mapware shall:
   • provide the applicable repair or replacement remedy in accordance with these Terms; and
   • reimburse or credit Customer for reasonable standard inbound transportation charges approved by Mapware and pay reasonable standard return transportation charges to Customer.
Mapware shall not be responsible for expedited shipping, special handling, customs duties, taxes, brokerage charges, aircraft transportation, removal from or installation onto an aircraft, or other extraordinary transportation expenses unless expressly approved by Mapware in writing.
If Mapware determines that the reported condition:
   • is not covered by warranty;
   • resulted from misuse, damage, unauthorized modification, improper installation, or another excluded condition;
   • cannot be reproduced;
   • results from a component or condition outside Mapware’s warranty responsibility; or
   • occurs after expiration of the Mapware Warranty Period,
Customer shall be responsible for applicable diagnostics, labor, shipping, insurance, component removal and installation, calibration, testing, engineering, and other service charges.
For third-party components remaining under an OEM warranty after expiration of the Mapware Warranty Period, Customer shall remain responsible for Mapware’s applicable diagnostic, RMA administration, removal, reinstallation, integration, calibration, testing, shipping, and related service charges unless otherwise agreed in writing.
11.6 Service Beyond Mapware’s Limited Warranty
Following expiration of the Mapware Warranty Period, diagnostic services, troubleshooting, shipping, insurance, component removal and reinstallation, integration, calibration, system testing, engineering support, and related services may be subject to Mapware’s then-current service charges.
This applies even when the affected third-party component remains covered under an OEM warranty.
Where an OEM repairs or replaces a warranted camera, sensor, navigation unit, computing component, or other component without charge, Customer may nevertheless be responsible for Mapware’s labor and services associated with diagnosing the system, removing the component, administering the OEM RMA, reinstalling the repaired or replacement component, performing required calibration, and conducting system-level verification or testing.
11.7 Warranty Exclusions
The Mapware limited warranty does not cover defects, failures, damage, or degraded performance caused in whole or in part by:
   • accident, impact, crash, hard landing, or other physical damage;
   • misuse, abuse, negligence, misapplication, or operation outside published specifications;
   • improper storage, handling, transportation, installation, mounting, or removal;
   • unauthorized repairs, alterations, modifications, disassembly, or integration;
   • use with equipment, aircraft installations, electrical systems, software, accessories, or components not approved or supported by Mapware;
   • failure to follow Mapware operating, maintenance, installation, or safety instructions;
   • exposure to environmental conditions outside stated specifications, including excessive heat, cold, moisture, vibration, contamination, electrical conditions, or other environmental factors;
   • normal wear and tear or consumable items;
   • cosmetic damage that does not materially impair operation;
   • Customer-provided or third-party equipment not supplied by Mapware;
   • malware, unauthorized software, unauthorized firmware, network conditions, or Customer-controlled IT systems;
   • changes or modifications required because of laws, regulations, aircraft requirements, or third-party product changes occurring after delivery;
   • Customer’s failure to install updates or corrective actions reasonably required by Mapware; or
   • circumstances or causes outside Mapware’s reasonable control.
11.8 Repairs and Replacement Products
Repair or replacement of a product or component under warranty does not restart or extend the original Mapware Warranty Period.
Any repaired or replaced item remains covered only for the unexpired portion of the original Mapware Warranty Period, except to the extent otherwise required by applicable law or expressly agreed by Mapware in writing.
11.9 Warranty Disclaimer
EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SPECIFICALLY SET FORTH IN THESE TERMS OR AN APPLICABLE WRITTEN AGREEMENT SIGNED BY MAPWARE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL MAPWARE PRODUCTS, SOFTWARE, FIRMWARE, SERVICES, DOCUMENTATION, INFORMATION, MATERIALS, AND WORK PRODUCT ARE PROVIDED “AS IS,” AND MAPWARE MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
MAPWARE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING, EXCEPT FOR THE EXPRESS WARRANTIES SPECIFICALLY PROVIDED IN THESE TERMS, MAPWARE MAKES NO WARRANTY THAT ANY PRODUCT, SOFTWARE, FIRMWARE, SERVICE, OR RESULT OF USE WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS; OPERATE WITHOUT INTERRUPTION; ACHIEVE ANY PARTICULAR OR INTENDED RESULT; BE COMPATIBLE OR OPERATE WITH ANY PARTICULAR AIRCRAFT, HARDWARE, SOFTWARE, NETWORK, SYSTEM, OR SERVICE; OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
NO ORAL OR WRITTEN INFORMATION, TECHNICAL ADVICE, PRODUCT DESCRIPTION, DEMONSTRATION, SAMPLE, TEST RESULT, OR REPRESENTATION PROVIDED BY MAPWARE SHALL CREATE A WARRANTY EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF MAPWARE.
THIRD-PARTY PRODUCTS, SOFTWARE, FIRMWARE, AND MATERIALS ARE SUBJECT TO THE APPLICABLE THIRD-PARTY TERMS AND WARRANTIES, IF ANY, AND MAPWARE MAKES NO INDEPENDENT WARRANTY REGARDING SUCH THIRD-PARTY PRODUCTS EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS.
12. SOFTWARE AND FIRMWARE
12.1 License
Software and firmware supplied with, embedded in, or incorporated into a Mapware product are licensed, not sold, except where expressly stated otherwise in writing.
Subject to Customer’s compliance with these Terms and payment of all applicable amounts, Mapware grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use Mapware software and firmware solely as incorporated into or supplied for use with the applicable Mapware product and solely for Customer’s internal operation of that product.
Except to the extent expressly permitted by Mapware in writing or prohibited from restriction by applicable law, Customer shall not:
   • copy or reproduce Mapware software or firmware except for authorized backup purposes;
   • modify, translate, adapt, or create derivative works;
   • reverse engineer, decompile, disassemble, or otherwise attempt to derive source code;
   • circumvent or disable technical restrictions or protection measures;
   • sublicense, distribute, sell, rent, lease, transfer, or otherwise make the software or firmware available separately from the applicable Mapware product; or
   • use the software or firmware for purposes other than the operation of the applicable Mapware product.
Third-party software and firmware remain subject to applicable third-party license terms.
12.2 Software and Firmware Limited Warranty
Mapware warrants for ninety (90) days following delivery to Customer that Mapware-provided software and firmware will materially function in conformity with applicable Mapware specifications and documentation when properly installed, operated, maintained, and used with the applicable Mapware product.
If Mapware-provided software or firmware does not perform as warranted, Mapware shall, at its sole option:
   • use commercially reasonable efforts to correct or remedy the material nonconformity;
   • provide a replacement, update, patch, or workaround; or
   • if Mapware determines that correction is commercially impracticable, refund or credit the amount, if any, specifically paid for the affected software or firmware.
The foregoing constitutes Mapware’s sole obligation and Customer’s exclusive remedy for breach of the software and firmware limited warranty.
The software and firmware warranty does not apply to issues arising from:
   • modification or alteration not authorized by Mapware;
   • use inconsistent with Mapware specifications or documentation;
   • combination with unauthorized or unsupported software, hardware, firmware, systems, networks, or services;
   • Customer or third-party negligence, abuse, misuse, or misapplication;
   • Customer’s failure to install updates, patches, or corrective actions reasonably made available by Mapware;
   • operation of or access to Customer or third-party systems or networks;
   • third-party software, firmware, SDKs, drivers, operating systems, or other third-party technologies; or
   • circumstances outside Mapware’s reasonable control.
13. EXPORT CONTROL AND SANCTIONS COMPLIANCE
Products, components, software, firmware, technical data, technology, or services supplied by Mapware may be subject to U.S. export control and sanctions laws and regulations, including the Export Administration Regulations (“EAR”).
Customer shall not export, reexport, transfer, resell, release, divert, or otherwise dispose of any controlled product, software, firmware, technology, technical data, or service contrary to applicable U.S. law.
Customer shall provide complete and accurate information concerning the ultimate consignee, end user, end use, destination, ownership, and other information reasonably required for export-control or sanctions screening, licensing, classification, or authorization.
Customer shall not use, export, reexport, release, or transfer Mapware products, software, technology, or technical data in connection with prohibited end uses, sanctioned or restricted parties, prohibited destinations, or other activities prohibited under applicable U.S. law.
Customer shall not remove, alter, obscure, or disregard export-control markings or notices supplied with the products or documentation.
Mapware may delay, suspend, refuse, or cancel a transaction to the extent Mapware reasonably determines necessary to comply with export-control or sanctions laws, licensing requirements, governmental restrictions, or compliance obligations.
Customer shall reasonably cooperate with Mapware in obtaining end-user statements, end-use certifications, import or export documentation, licenses, or other information required for compliance.
14. REGULATORY AND AIRCRAFT COMPLIANCE
Unless expressly agreed otherwise in writing by Mapware, Customer is responsible for determining and obtaining all approvals, certifications, permits, licenses, authorizations, and other regulatory requirements applicable to Customer’s installation, integration, possession, export, import, and operation of the products.
This includes applicable aviation, aircraft, airworthiness, installation, operational, communications, spectrum, export/import, and local regulatory requirements.
No quotation, product description, demonstration, technical discussion, test, or sale constitutes a representation that a Mapware product is approved for installation or operation on a particular aircraft, mounting configuration, mission, jurisdiction, or operating environment unless Mapware expressly states otherwise in writing.
15. CUSTOMER INSTALLATION AND OPERATION
Customer is responsible for ensuring that products are installed, mounted, operated, maintained, transported, and used in accordance with:
   • Mapware documentation;
   • applicable aircraft requirements;
   • applicable Supplemental Type Certificates (“STCs”) or other installation approvals;
   • applicable operating limitations;
   • applicable manufacturer instructions; and
   • applicable laws and regulations.
Customer shall ensure that personnel operating, installing, maintaining, or servicing the products are appropriately trained and qualified.
Customer is responsible for determining the suitability of the product for Customer’s particular aircraft, mission, operating conditions, and intended use except where Mapware expressly assumes such responsibility in writing.
16. INTELLECTUAL PROPERTY RIGHTS
Customer obtains title to tangible Mapware hardware purchased and fully paid for in accordance with the applicable quotation and these Terms. Ownership of tangible hardware does not transfer any ownership interest in Mapware Intellectual Property Rights embodied in, incorporated into, used by, or used to design, manufacture, configure, integrate, calibrate, test, support, or operate such hardware.
All right, title, and interest in and to Mapware’s intellectual property and proprietary technology, including:
   • software and firmware;
   • source code and object code;
   • algorithms;
   • product designs;
   • mechanical designs;
   • drawings and CAD models;
   • schematics and circuit designs;
   • printed circuit board designs;
   • manufacturing methods;
   • integration techniques;
   • calibration methods and procedures;
   • testing methods;
   • technical documentation;
   • specifications;
   • processes;
   • trade secrets;
   • know-how;
   • inventions;
   • developments;
   • modifications; and
   • improvements,
and all patents, copyrights, trade secrets, database rights, trademarks, mask-work rights, and other intellectual property rights relating thereto (“Mapware Intellectual Property Rights”), are and shall remain exclusively with Mapware.
Except for the limited rights expressly necessary to operate a purchased product and any software or firmware license expressly granted under these Terms, Customer receives no right, title, license, or ownership interest in Mapware Intellectual Property Rights.
All rights not expressly granted to Customer are reserved by Mapware.
Third-party intellectual property and materials shall remain the property of their respective rights holders and shall be subject to applicable third-party license terms.
To the extent Customer acquires any Intellectual Property Right in any modification, derivative work, improvement, development, or other intellectual property based upon or relating specifically to Mapware’s intellectual property or proprietary technology, Customer hereby unconditionally and irrevocably assigns to Mapware all right, title, and interest in and to such Intellectual Property Right to the extent permitted by applicable law.
Customer shall execute such documents and take such reasonable actions as may be necessary to confirm or perfect such ownership or assignment.
17. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MAPWARE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING LOST PROFITS OR REVENUES, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF USE, LOSS OF FLIGHT TIME, AIRCRAFT DOWNTIME, COST OF SUBSTITUTE EQUIPMENT OR SERVICES, DIMINUTION IN VALUE, OR OTHER SIMILAR DAMAGES ARISING OUT OF OR RELATING TO ANY PRODUCT, SERVICE, QUOTATION, ORDER, TRANSACTION, OR THESE TERMS, REGARDLESS OF: (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER MAPWARE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (C) THE LEGAL OR EQUITABLE THEORY, INCLUDING CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, UPON WHICH THE CLAIM IS BASED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAPWARE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY PRODUCT, SERVICE, ORDER, OR TRANSACTION, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO MAPWARE BY CUSTOMER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.
THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED OR EXCLUSIVE REMEDY PROVIDED UNDER THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.
Nothing in this Section shall exclude or limit liability to the extent such exclusion or limitation is prohibited by applicable law.
18. FORCE MAJEURE
Mapware shall not be liable or responsible for, nor be deemed to have defaulted or breached these Terms because of, any failure or delay in fulfilling or performing any obligation, other than obligations related to funds already received where applicable, when and to the extent such failure or delay is caused by circumstances beyond Mapware’s reasonable control.
Such circumstances may include:
   • acts of God;
   • natural disasters;
   • fire, flood, earthquake, hurricane, or severe weather;
   • war, invasion, hostilities, terrorism, or civil unrest;
   • epidemics or pandemics;
   • labor disruptions;
   • transportation interruptions;
   • supplier failures;
   • inability or delay in obtaining supplies, components, materials, or suitable substitutes;
   • semiconductor or electronic-component shortages;
   • governmental action;
   • export or import restrictions;
   • sanctions;
   • embargoes;
   • tariffs;
   • changes in law;
   • cyber incidents;
   • telecommunications failures;
   • utility failures; or
   • carrier delays.
Mapware’s performance shall be extended for a reasonable period corresponding to the effect of the applicable event.
Mapware shall use commercially reasonable efforts to mitigate the effects of a force majeure event and resume performance when reasonably practicable.
19. ORDER OF PRECEDENCE
In the event of a conflict among transaction documents, the following order of precedence shall apply unless otherwise expressly agreed in a writing signed by both parties:
   • a mutually executed contract, amendment, statement of work, or other negotiated agreement;
   • the applicable Mapware quotation;
   • these Full Terms and Conditions of Sale;
   • Mapware’s order acknowledgment; and
   • Customer’s purchase order solely with respect to quantities, delivery location, billing information, and other administrative information expressly accepted by Mapware.
Customer’s standard or preprinted terms and conditions shall not supersede or modify these Terms merely because they appear on, accompany, or are incorporated into a purchase order or other Customer document.
20. WAIVER
No waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of the party granting the waiver.
A waiver on one occasion shall be effective only in that instance and for the purpose stated and shall not constitute a waiver on any future occasion.
No failure or delay by Mapware in exercising any right, remedy, power, or privilege shall operate as a waiver thereof.
21. SEVERABILITY
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision.
The affected provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions shall remain in full force and effect.
22. ASSIGNMENT
Customer may not assign, delegate, sublicense, or otherwise transfer an order, agreement, or any rights or obligations under these Terms without Mapware’s prior written consent.
Any purported assignment or transfer in violation of this Section shall be void to the extent permitted by applicable law.
Mapware may assign or transfer its rights and obligations in connection with a merger, reorganization, change of control, sale of substantially all relevant assets, financing transaction, or transfer to an affiliate or successor.
23. ENTIRE AGREEMENT AND AMENDMENT
The applicable quotation, these Terms, any Mapware order acknowledgment, and any mutually executed written agreement constitute the entire agreement between the parties concerning the applicable transaction and supersede prior and contemporaneous understandings, discussions, representations, proposals, and communications concerning that transaction.
No amendment, modification, or waiver of these Terms shall be binding upon Mapware unless made in writing and signed by an authorized representative of Mapware.
No oral statement or course of conduct shall modify these Terms.
24. GOVERNING LAW
These Terms and all matters arising out of or relating to these Terms, any quotation, order, sale, product, service, or transaction shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles to the extent such principles would require or permit application of the laws of another jurisdiction.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any transaction governed by these Terms.
25. TIME FOR WARRANTY CLAIMS AND LEGAL ACTIONS
Customer must provide Mapware with written notice of any alleged warranty defect within the applicable Mapware Warranty Period and in accordance with the warranty claim and RMA procedures set forth in these Terms.
Expiration of the applicable warranty period terminates Mapware’s obligation to provide warranty repair, replacement, or other contractual warranty remedies for defects not timely reported during such warranty period, except to the extent otherwise required by applicable law.
Any legal action arising out of or relating to these Terms, any quotation, order, product, service, or transaction shall be commenced within the applicable limitations period provided by governing law.
Nothing in this Section is intended to extend, waive, or shorten any applicable statute of limitations or other legally applicable period for bringing a claim, except to the extent expressly permitted by applicable law.
26. SURVIVAL
Provisions that by their nature are intended to survive completion, cancellation, expiration, or termination of an order or transaction shall survive, including provisions concerning:
   • payment obligations;
   • warranty limitations and disclaimers;
   • software and firmware restrictions;
   • intellectual property rights;
   • export-control and sanctions compliance;
   • limitation of liability;
   • governing law;
   • time for claims; and
   • any other provision that must survive to give effect to its purpose.