Terms & Conditions

  • Last Revised: September 21, 2021

This Software License Agreement is made at the time of subscription between the entitled subscriber, and Agile Logix (parent company) of WP Maps. WP Maps reserves full rights of WP Maps and agrees to provide services to the entitled subscriber.

The parties agree to the terms of this agreement.

  1. License Grant
    1. Software License. WP Maps hereby grants to entitled subscriber [an exclusive / a non-exclusive], [transferable / non-transferable], [sub licensable / non-sub licensable], [revocable / irrevocable] license (the “[DELIVERABLE]”) to use the Software.
    2. No Other Rights. WP Maps reserves for itself all other rights and interest not explicitly granted under this agreement.
    3. Software. “Software” means [SHORT DESCRIPTION OF SOFTWARE] [the software described in the [ATTACHMENT], attached to this agreement].
  2. Support Services. WP Maps shall provide Entitled Subscriber with the following support services
    1. Internet-based support during business hours in order to help entitled subscriber locate and correct problems with the Software.
  3. Updates and Maintenance Services
    1. Updates. WP Maps shall provide entitled subscriber, at WP Maps sole expense, with all updates, extensions, enhancement, modifications, and other changes to improve the application.
    2. Fixes and Patches. WP Maps shall provide entitled subscriber, at WP Maps sole expense, with bug fixes and code corrections to correct Software malfunctions and defects in order to bring the Software into substantial conformity with its operating specifications.
    3. Exceptions. WP Maps may, but will not be required to, provide these maintenance services if entitled subscriber has modified the Software or is in default.
  4. Subscription Fees. Entitled subscriber shall pay WP Maps the subscription fee [of intended package] / listed in the WP Maps settings (membership).
  5. Subscription Fee Paid in Full. Intended Subscriber shall pay the Subscription Fee to WP Maps
    1. in full,
    2. due on before the deadline,
    3. in immediately available funds, and
    4. to the account WP Maps lists immediately below:

Payment methods are available at https://app.wpmaps.com/settings after choosing the desired package.

  1. Taxes. Payment amounts under this agreement do not include Taxes, and the intended subscriber shall pay all Taxes applicable to payments between the parties under this agreement.
  2. Restricted Uses. Entitled subscriber will not
    1. Distribute, license, loan, or sell the Software or other content that is contained or displayed in it,
    2. Modify, alter, or create any derivative works from the Software,
    3. Reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software,
    4. Remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.
  3. Permitted Uses
    1. Usage. Entitled Subscriber may use the Software solely for [personal, non-commercial] [internal business] use.
    2. Evaluation Use. If the intended subscriber has ordered an evaluation license, the intended subscriber may use the Software only for evaluation purposes and only during the applicable evaluation period.
    3. Export Data. WP Maps is not liable for any misuse of export data or access to other sources from the entitled subscriber record. Only entitled subscriber is responsible for any external means of breach of data performed externally either within the software or outside the software.
    4. Import Data. WP Maps is not liable for any misuse, misinterpretation, irrelevant information or data imported by the entitled subscriber. Only entitled subscriber is responsible for providing or importing such type of data.
    5. Subscription. WP Maps services and support can only be availed by the authorized (entitled subscriber). Once the subscription is canceled or ended, it will end WP Maps services and support for the canceled subscription subscriber and if in case data is not imported before performing cancellation or abandoning the service, WP Maps will not be liable for any lost data.
  4. Mutual Representations
    1. Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.
    2. Authority and Capacity. The parties have the authority and capacity to enter into this agreement.
    3. Execution and Delivery. The parties have duly executed and delivered this agreement.
    4. Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
    5. No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party’s performance of its obligations under this agreement.
    6. No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under
      1. Its articles, bylaws, or any unanimous shareholders agreement,
      2. Any Law to which it is subject,
      3. Any judgment, order, or decree of any Governmental Authority to which it is subject, or
      4. Any agreement to which it is a party or by which it is bound.
    7. Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to
      1. Own, lease, and operate its properties, and
      2. Conduct its business as it is now carried on.
    8. No Disputes or Proceedings. [Except as disclosed in the parties respective Disclosure Schedules] There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.
    9. No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.
  5. Entitled Subscriber Representations
    1. Disclosure Schedule. WP Maps’ Disclosure Schedule lists any exceptions to its representations.
    2. Ownership of Intellectual Property. [Except as disclosed in WP Maps’ Disclosure Schedule] WP Maps
      1. is the owner of all Intellectual Property rights included in the Software and granted under in the [DELIVERABLE] and
      2. has the exclusive right to grant the [DELIVERABLE].
    3. Maintenance of Intellectual Property. WP Maps has properly maintained all its Intellectual Property rights licensed under the [DELIVERABLE], excluding paying for applicable 3rd party API or tools.
    4. No Prior Grant or Transfer. WP Maps has not granted and is not obligated to grant any license to any third party that would conflict with the [DELIVERABLE] under this agreement
    5. No Infringement. [To WP Maps’ Knowledge,] The Software does not infringe the Intellectual Property rights or other rights of any third party.
    6. No Third-Party Infringement. [Except as disclosed in WP Maps’ Disclosure Schedule] To WP Maps’ Knowledge, no third party is infringing its Intellectual Property rights in the Software.
    7. Not in Public Domain. The Software is not in the public domain.
    8. Not Liable For 3^rd^ Party Services Policies. WP Maps is not liable for any 3ed party services data policies or their modifications if occur in the future and is not a part of any of their service policies or related activities.
  6. No Warranty
    1. “As-Is”. The [Licensed] Software is provided “as is,” with all faults, defects, bugs, and errors.
    2. No Warranty. Unless otherwise listed in this agreement,
      1. WP Maps does not make any warranty regarding the [Licensed] Software, which includes that
      2. WP Maps disclaims to the [fullest] extent authorized by law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.
  7. Intellectual Property. WP Maps will retain an exclusive interest in and ownership of its Intellectual Property rights in and to the Software and expressly reserves all rights not expressly granted under this agreement.
  8. Compliance with Laws. Each party shall
    1. comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]], and
    2. notify the other party if it becomes aware of any non-compliance in connection with this section.
  9. Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, from the subscription date till lifetime.
  10. Publicity
    1. Consent. Neither party will use the other party’s name, logo, or trademarks, or issue any press release or public announcement regarding this agreement, without the other party’s written consent, unless specifically permitted under this agreement or required by Law.
    2. Cooperation. The parties shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.
    3. No Unreasonable Delay. The parties will not unreasonably withhold or delay their consent to press releases or public announcements.
  11. Termination
    1. Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.
    2. Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
      1. the other party fails to perform, has made, or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.
  12. Effect of Termination
    1. Payment Obligations. On the expiration or termination of this agreement, each party shall
      1. pay revised or the same amount subjected to that date to continue using WP Maps and its services and
      2. payment once made is non-refundable.
    2. Termination of Subscription Grant. On the expiration or termination of this agreement, the [DELIVERABLE] granted under this agreement will terminate with immediate effect.
  13. Expiration of the subscription. On termination or expiration of this agreement, or on WP Maps’ request, Entitled Subscriber shall
    1. delete all the data of the subscriber including products, store, or any 4th party API credentials
    2. destroy all copies of the subscriber, it made, and
    3. WP Maps reserves the right to take this action without any notice by any means.
  14. Indemnification
    1. Indemnification by Entitled Subscriber. Entitled Subscriber (as an indemnifying party) shall indemnify WP Maps (as an indemnified party) against all losses and expenses in connection with any proceeding arising out of
      1. Entitled Subscriber’s use of the Software, and
      2. Entitled Subscriber’s unauthorized customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party’s Intellectual Property rights,
    2. Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses in connection with any proceeding arising out of the indemnifying party’s willful misconduct or gross negligence.
    3. Notice and Failure to Notify
      1. Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall
        1. notify the indemnifying party of the indemnifiable proceeding, and
        2. deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
      2. Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure.
  15. Exclusive Remedy. The parties’ right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].
  16. Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.
  17. General Provisions
    1. Entire Agreement. The parties intend that this agreement, together with all schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,
      1. represent the final expression of the parties’ intent relating to the subject matter of this agreement,
      2. contain all the terms the parties agreed to relate to the subject matter, and
      3. replace all of the parties’ previous discussions, understandings, and agreements relating to the subject matter of this agreement.
    2. Counterparts
      1. Signed in Counterparts. This agreement may be signed by any number of counterparts.
      2. All Counterparts Original. Each counterpart is an original.
      3. Counterparts Form One Document. Together, all counterparts form one single document.
    3. Amendment. This agreement can be amended only by writing signed by both parties.
  18. Relationship of the Parties
    1. No Relationship. Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties.
    2. No Authority. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.
    3. Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.
    4. Notices
      1. Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][, or (v) electronic mail] to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section.
      2. Receipt of Notice. A notice given under this agreement will be effective on
        1. the other party’s receipt of it, or
        2. if mailed, the earlier of the other party’s receipt of it and the [fifth] business day after mailing it.
    5. Governing Law and Consent to Jurisdiction and Venue
      1. Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by the laws of the State of [GOVERNING LAW STATE].
      2. Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE], in connection with any matter arising out of this [agreement/plan] or the transactions contemplated under this [agreement/plan].
      3. Consent to Service. Each party hereby irrevocably
        1. agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE], and
        2. waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].
    6. Dispute Resolution
      1. Arbitration. Any dispute or controversy arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in [STATE], according to the rules of the State Governance then in effect, and by [NUMBER OF ARBITRATORS] arbitrators[s].
      2. Judgment. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.
      3. Arbitrator’s Authority. The arbitrator will not have the power to award any punitive [or consequential] damages.
  19. Equitable Relief
    1. Acknowledgment of Irreparable Harm. Each party acknowledges that their breach or threatened breach of their obligations under sections [CONFIDENTIALITY], [NON-COMPETITION], and [NON-SOLICITATION][INCLUDE OTHER SPECIFIC OBLIGATIONS] would result in irreparable harm to the other party that cannot be adequately relieved by money damages alone.
    2. Intent to Allow for Equitable Remedies. Accordingly, the parties hereby acknowledge their mutual intent that after any breach of the obligations listed in the paragraph directly above, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for that party to post any security.
    3. Waiver
      1. Affirmative Waivers. Neither party’s failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party’s rights.
      2. Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.
      3. No General Waivers. A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.
      4. No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
    4. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.
    5. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
    6. Survival. The parties’ obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement.
    7. Headings. The section headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.
    8. Attorney Fees. If either party brings an action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys’ fees) incurred in connection with the Action and any appeal from the losing party.

This agreement has been signed by the parties once the intended subscriber mark the check while accepting the rules and regulations at the end of this contract.

By marking it checked, I agree to the Terms and Conditions Agreement of WP Maps