PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USING THE NAVIXY SOFTWARE OFFERED BY SQUAREGPS INC. BY USING THE SOFTWARE IN ANY MANNER AND BY CLICKING “I ACCEPT” or “PLACE YOUR ORDER” OR “SUBMIT” OR ANY OTHER WORDING THAT INDICATES ACCEPTANCE OR AGREEMENT TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS.
IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU HAVE NO RIGHT TO USE THE SOFTWARE. USE OF THE SOFTWARE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.
SquareGPS Inc (“Licensor”) and you or the entity that you represent (“Licensee”), collectively referred to as the “Parties” and each a “Party”, concluded the following License Agreement (“Agreement”).
- SUBJECT OF THE AGREEMENT
1.1. On the terms and conditions set forth herein, the Licensor grants to the Licensee a non-exclusive right to access and use the software product (hereinafter – the Software), related hosting services, GIS services, maintenance and support services. The type of the Software, its properties and characteristics, as well as the cost and term of the license are specified in particular annexes to this Agreement (hereinafter – the Ordering Document). The Licensee shall pay the compensation to the Licensor for the provision of these rights.
1.2. The Software is provided to the Licensee on “AS IS” basis. The Licensor shall not be responsible for any issues and damage caused to the Licensee or any other person or organization during installation, upgrades, maintenance and operation of the Licensee Software instance, including compatibility with 3rd parties software, drivers, consequences arising from the ambiguous interpretation of reference information, inconsistency of the processed output data to the Licensee’s expectations, etc.
- RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. Hereunder the Licensor grants to the Licensee the following rights regarding the Software:
2.1.1. The right to reproduce the Software, including its installation on the devices of the Licensee (servers, personal computers, mobile devices, etc.). The Licensee has the right to use or store the Software in the amount not exceeding the limit specified in the Ordering Document, besides the installation package and backup copy. Installing the software on other devices is not permitted unless prior written consent of the Licensor. If the Software designed for the installation on multiple devices, this particular right should be granted to the Licensee by means of a special notice in the Ordering Document. Technical requirements for the devices listed in the Ordering document must be met by the Licensee in order to avoid incorrect operation of the Software.
2.1.2. The right to use the Software features and functionality for the purposes of the Licensee, including providing commercial services to end users. The amounts of connected end users, their accounts and units are limited with the amounts specified in the Ordering Document.
2.1.3. The right to enter into sub-license agreements, granting the rights granted to Licensee as set herein. The requirement to obtain prior consent of the Licensor and corresponding conditions are defined in the Ordering Document.
2.2. Licensee may not:
2.2.1. Distribute (except for a single installation package and single backup copy), disclose, publish, and transfer to any third party the Software or its part, except for the cases specially authorized by the Licensor.
2.2.2. Analyze or attempt to analyze the structure of the Software, as well as modify or attempt to modify the Software or its part, disassemble, decompile (convert program code to source code).
2.2.3. Create derivative software products on the basis of the Software or its parts. This limitation does not affect the use of the API which is a special tool for the developers allowing to access the Software features and exchange data with other applications.
2.2.4. Use the Software or its part for any activities that violate the rights of third parties (i.e. for disclosing any confidential information) or are unlawful according to the International laws or the law of the State of California and the United states.
2.3. The rights granted to the Licensee regarding the Software and corresponding limitations as it set herein shall be applied worldwide and within the entire duration of the exclusive rights of Licensor.
2.4. The Licensee independently acquires the rights and is responsible for the use of the third party software, map data, and databases which are used in conjunction with the Software. The granting of such rights is not the subject of this Agreement.
- LICENSE FEES
3.1. The Licensee shall pay the compensation to the Licensor for the use of the Software and related services. The Licensee’s obligations to pay the compensation is considered to be fulfilled upon the receipt of funds by the Licensor.
3.2. The license fees and payment terms and amounts set forth in the appropriate Ordering Document.
3.3. The license fees set in the Ordering Document are tax exclusive. The Licensee shall be responsible for any applicable sales or use taxes or any value added or similar taxes payable with respect to the licensing of the Software, or arising out of or in connection with this.
3.4. Licensee acquires the rights specified in Section 2.1 of this Agreement in accordance with its terms from the date set forth in the Ordering Document.
3.5. The Licensor has a right to change the pricing terms, but not more than once a year. The Licensor should inform the Licensee about the changes at least 30 days prior to the date of changes.
4.1. The Licensor warrants that:
4.1.1. He is the legitimate owner of the exclusive rights regarding the Software.
4.1.2. At the time of entry into the force of this Agreement the Licensor is not aware of the rights of third parties that may be affected by signing of this Agreement.
4.1.3. At the time of execution of this Agreement the rights specified in Section 2.1 of this Agreement are not alienated or pledged.
4.1.4. At the time of signing of this Agreement the Licensor’s rights are not challenged in court or other lawful means.
4.2. In case of violation of the parties’ obligations under this Agreement, the parties shall be liable in accordance with the existing legislation.
4.3. If the Licensee violates the Licensee’s obligation to pay a license fee to the Licensor as set herein Agreement, the Licensor shall have the right to unilaterally withdraw from the Agreement and to require paying a penalty in the amount of 0.1% of unpaid amount for each day of delay.
4.4. The use of the Software by the Licensee in a manner not allowed by this Agreement or beyond the termination of this Agreement or otherwise beyond the rights granted to Licensee under this Agreement shall be liable for infringement of the exclusive rights for the results from intellectual activity.
4.5. The Licensor shall not be liable for any defects that occur during the installation and operation of the Software in the event that the Licensee is not complied with the technical requirements for the device where the Software is installed.
- FORCE MAJEURE
5.1. Parties are not responsible for the partial or complete failure to fulfill obligations under this Agreement if such failure was caused by force majeure. The force majeure refers to circumstances that have arisen after the conclusion of this Agreement as a result of extraordinary events, which the Parties could not be foreseen or prevented by reasonable measures.
Such circumstances include emergency accidents: flood, fire, earthquake or other natural phenomena, as well as war, hostilities, acts or actions of government agencies and any other cause beyond the reasonable control of the Parties.
5.2. A party who relies on the circumstances specified in paragraph 5.1 shall, within a reasonable time to transfer to the other Party , at its request, a certificate Chamber of Commerce or other competent authority of the presence of these circumstances.
5.3. In the cases referred to in paragraph 5.1, the term of the obligations under this Agreement shall be extended in proportion to the time during which such circumstances and their consequences took place.
5.4. Where the circumstances and their consequences specified in paragraph 5.1 of continue for more than 3 months, or when upon the occurrence of these circumstances, it is clear that they and their effects will continue over this time, either Party may refuse further performance of this Agreement. In this case, each party shall return to the other Party all received under this Agreement. The losses will not be refundable.
6.1. The terms of this Agreement, applications, and additional agreements are confidential and shall not be disclosed during the term of the Agreement and within five years after its termination.
- DISPUTE RESOLUTION
7.1. In the event of a dispute between the Licensor and the Licensee on matters specified in this Agreement or in connection therewith, the Parties will take all measures to resolve them through negotiations.
7.2. If no settlement during negotiations, the disputes shall be resolved in the court defined by the location of the Licensor.
- AGREEMENT DURATION AND TERMINATION
8.1. The term of this Agreement shall be for 1 year beginning from the date of signing by the Parties. Thereafter, this Agreement can be renewed for successive one year terms, unless either party gives the other party written notice of termination.
8.2. The Licensor may unilaterally terminate this Agreement due to the Licensee’s failure to comply with its conditions. In that case the Licensor sends to the Licensee a notice of termination at least 30 days prior to the date of termination.
8.3. The Licensee may, at any time, unilaterally terminate this Agreement with the Licensor mandatory notification at least 30 days prior to the date of termination. In that case the Licensee must destroy all copies of the Software (including any part of the Software on any media). The Licensor shall have the right to unilaterally block the Software in the event the Licensee violates this requirement.
8.4. Upon termination of the License term, the Licensee must cease using the Software and destroy all copies of it (including any part of the Software on any media). The Licensor shall have the right to unilaterally block the access to the Software in the event the Licensee violates this requirement.
8.5. All fees and charges for the Software use and any other related services provided by the Licensor are non-refundable, which means that there are no refunds or credits for the periods where Licensee did not use the Software and the Services or used it partially.
9.1. All notices, invoices, supplemental agreements and other documents related to the implementation of this Agreement, sent by email to the authorized contact addresses specified in this Agreement shall be deemed to have been duly sent and are valid as the original.
9.2. The Agreement has been concluded in two copies in the English language, one copy for each Party.
9.3. In case company details (such as its name, legal address, bank account, etc.) change, each Party shall notify the other Party within five days after these changes came into effect.
9.4. In all other unforeseen cases this Agreement shall be governed by the laws of the State of California and the United States.
- ADDRESS OF THE PARTIES
550 West B Street, 4th Floor #128
San Diego, CA 92101, United States
Phone: +1 858 225 46 88
Email: [email protected]