Software License Agreement

This Software License Agreement (“Agreement”) is entered into by and between Vizaport, a corporation with its registered office located at 251 Little Falls Drive, Wilmington, DE 19808 (referred to as “Licensor”), and you (referred to as “Licensee”). This Agreement becomes effective when you pay for a subscription to the Vizaport services. By making a payment and using the Vizaport website and services, you accept its terms.

 

Definitions

  • 3D Equipment Imagery: “3D equipment imagery” includes files that can be rendered in 3D maps.
  • AI Training Data: “AI Training Data” refers to datasets used to train artificial intelligence algorithms, measured in uploaded file megabytes (MB) size.
  • Assets: “Assets” refer to geographic points on a map, such as buildings, towers, billboards, and other identifiable objects.
  • Request: A “request” is defined as a transaction sent to the Licensor server.
  • Route Miles: “Route Miles” are defined as lines on a map that represent routes, such as Internet network paths.
  • Software: The term “Software” refers to the software, including web site widgets, provided by Licensor. This includes any applications or digital tools used for Licensee’s business purposes, and it is subject to the terms and conditions outlined in this agreement.

 

  1. License Grant

Licensor grants Licensee a non-exclusive, non-transferable, and revocable license to access and use the Software, which may include web site widgets provided by Licensor. This License is granted solely for Licensee’s business purposes.

  1. Restrictions

Licensee shall not:

  • Copy, reproduce, modify, distribute, or sell the Software or any part thereof.
  • Disassemble, decompile, or reverse engineer the Software.
  • Use the Software to provide services to third parties.
  • Grant any sublicenses or other rights to use the Software to third parties.
  1. Subscription Plans

Licensor offers the following subscription plans, priced in US dollars (USD):

Lite Plan:

    • Monthly Fee: $49
    • Includes up to 10,000 Requests per month
    • Includes up to 100 MB of AI Training Data
    • Includes 3D Equipment Imagery

Pro Plan:

    • Monthly Fee: $199
    • Includes up to 10,000 Requests per month
    • Includes up to 100 MB of AI Training Data
    • Includes up to 1,000 Assets
    • Includes up to 1,000 Route Miles
    • Includes 3D Equipment Imagery

Enterprise Plan:

    • Custom-defined plans and fees, if applicable, are defined in an appendix to this Agreement.

If Licensee chooses to make annual payments for the Software subscription, a discount of 10% will be applied to the Fees. The annual payment discount is applicable when Licensee pays for the entire year of service in advance. The discount will be automatically applied to the total Fees.

  1. Additional Usage and Storage Pricing

If Licensee exceeds the allotments in their selected plan, the following fees apply:

  • AI Requests: $49 per month for every additional 10,000 Requests per month.
  • AI Training Data: $49 one-time fee for every 100 MB of data.
  • Assets: $99 per month for every additional 1,000 Assets.
  • Route Miles: $99 per month for every additional 1,000 Route Miles.

Data is rounded up to the next relevant tier.

  1. Usage Quota Exceedance

When usage exceeds 100% of the plan quota, Licensee will be sent a warning by email. Licensee will have the opportunity to upgrade plans to increase usage. If usage exceeds 200% of the plan quota and Licensee has not upgraded their plan, Licensor reserves the right to suspend service until the plan is upgraded or the next monthly billing cycle starts.

  1. Data Loading and New Pricing

If Licensee loads more data, a new subscription price will be calculated, and Licensee will have the option to agree to the new price or remove the data.

  1. Payment Terms

Payment for the Software subscription shall be subject to the following terms:

  • In Advance: Licensee agrees to make payments for the upcoming month or year, as applicable, in advance of receiving the Software service.
  • Payment Methods: Licensee can conveniently make payments through the Licensor’s website using recurring credit card, debit card, or ACH (Automated Clearing House) methods. These secure payment options ensure hassle-free and timely transactions.
  • Billing Cycle: Renewals will take place on the monthly anniversary of the initial purchase date for monthly plans or the yearly anniversary for annual plans. In case of months with differing lengths, the renewal date shall be the next available day, ensuring continuous access to the Software service.

Please note that only Licensees subscribing to the Enterprise plan may opt to make payments via check.

  1. Licensee Benefits

In consideration of the monthly subscription fee, Licensee shall be entitled to the following benefits:

  • Widget Access: Licensee will receive a unique widget key, granting them access to the Licensor’s widget. This widget can be seamlessly integrated and utilized on Licensee’s website.
  • Continuous Widget Functionality: Licensor will ensure that the widget remains fully operational and powered, provided Licensee maintains timely and uninterrupted payments as per the subscription terms.
  • Regular Updates: Licensee will have access to any future updates or enhancements made to the widget during the subscription period.
  • Technical Support: Licensee may contact Licensor’s customer support for any technical assistance or inquiries related to the widget, ensuring a smooth and trouble-free user experience.
  • Customization Options: Licensee may have the option to customize certain aspects of the widget’s appearance or behavior, as made available by Licensor.
  1. Termination

Licensee may terminate at any time without cause. The current billing cycle’s payment is not refunded, but no further payments are required by Licensee after termination. Access to the Software will cease on the final day of the billing cycle of the termination.

  1. Changes to this Agreement

Licensor reserves the right to change this Agreement at any time. Any updates will be posted on the Licensor website. In the event of changes to the pricing or fees associated with the Software, Licensor agrees to provide Licensee with a minimum of three (3) months advance notice before the new pricing or fees become effective. This notice will be communicated to Licensee through email or notifications within their account dashboard. Licensee may choose to continue their subscription under the new pricing, maintain their current plan under the existing pricing until the end of the notice period, or choose an alternative plan without the updated pricing.

  1. Warranty

The Software is provided “as is” without warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

  1. Limitation of Liability

To the maximum extent permitted by law, Licensor’s liability is limited to the subscription fees paid by Licensee.

  1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of California.

  1. Related Policies

For information on how we handle your data, please refer to our Privacy Policy linked on the website. Your use of this Software is also subject to our Terms of Use linked on the website.

  1. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, understandings, or representations.