Updated: August 19th, 2024
1. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited license to use the DeepRent software and services listed below (the "Software") for the facilities identified by Licensee in the attached Exhibit A (the "Facilities").
1.1 Conditions of Use. The DeepRent Software License shall be subject to the following conditions:
1.1.1 DeepRent Software shall be used only by Licensee and its authorized personnel for their self-storage facility and the Licensee shall take any and all steps necessary to protect its login credentials in order to prevent unauthorized access of DeepRent Software.
1.1.2 Licensee shall not attempt to alter, decompile, cross compile, disassemble, reverse engineer, or use any other means to decode or make a derivative work from DeepRent Software. Licensee shall not use DeepRent Software, or any parts thereof or any systems or codifications included therein, to develop an alternate real-estate, self-storage, rv-park, or parking lot management system.
1.1.3 Licensee shall not provide reports generated through the use of DeepRent Software to any party other than authorized personnel of Licensee or otherwise make DeepRent Software available to any third party or any affiliate of Licensee without written consent of DeepRent.
2. PAYMENT TERMS
2.1 Licensee shall pay Licensor the fees for the selected Software and services on a monthly basis. Licensee shall make payment to Licensor within thirty (30) days of receipt of an invoice from Licensor. All payments shall be made in United States dollars.
2.2 Any unpaid amounts shall accrue interest at the rate of 1% per month, or the highest rate allowed by applicable law, whichever is lower.
2.3 Licensee acknowledges and agrees that the fees for the selected Software and services are billed on a monthly basis. This billing will initiate on the Effective Date.
2.4 Licensee agrees to provide a valid payment card for their subscription.
2.5 Licensee acknowledges and agrees that the payment card information will be stored by Stripe, a third-party payment processor, in compliance with Stripe's privacy policy. Licensor does not retain or store Licensee's payment card information.
2.6 Licensee agrees to promptly update their payment card information whenever necessary to ensure continuous and uninterrupted service.
2.7 Licensee agrees to maintain sufficient funds on the provided payment card to cover their monthly subscription fees, which will be charged on the 1st day of each month. The initial charge will be prorated from the date of this Agreement's signing.
2.8 Licensee hereby authorizes Licensor to automatically charge the provided payment card at the start of each month for the total amount of their subscription fees.
2.9 Failure to maintain a valid payment method or sufficient funds may result in suspension or termination of services as outlined in Section 3 of this Agreement.
3. TERM AND TERMINATION
3.1 This Agreement shall commence on the Effective Date and continue until terminated by either party upon thirty (30) days' written notice to the other party.
3.2 Upon termination or expiration of this Agreement, Licensee shall immediately cease using the Software and services and delete all copies of the Software in its possession or control.
4. CONFIDENTIALITY
4.1 Each party agrees to keep confidential all non-public information of the other party that is designated as confidential or that reasonably should be considered as confidential ("Confidential Information"). Neither party shall disclose the other party's Confidential Information to any third party without the prior written consent of the other party.
5. WARRANTIES AND DISCLAIMERS
5.1 Licensor represents and warrants that it has the necessary rights and authority to grant the license set forth in this Agreement.
5.2 Disclaimer of Warranties. EXCEPT AS PROVIDED HEREIN, THE LICENSED PROGRAMS ARE PROVIDED TO LICENSEE ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES WHATSOEVER. LICENSEE ASSUMES THE RESPONSIBILITY FOR THE SELECTION OF THE LICENSED PROGRAMS AS BEING ADEQUATE AND APPROPRIATE FOR ITS PURPOSES. DEEPRENT LLC MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO ANY LICENSED PROGRAMS FURNISHED OR PROVIDED TO LICENSEE UNDER THIS AGREEMENT. DEEPRENT LLC EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CUSTOM, TRADE, QUIET ENJOYMENT, OR ACCURACY OF INFORMATION OR CONTENT, WITH RESPECT TO THE LICENSED PROGRAMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DEEPRENT LLC SPECIFICALLY DOES NOT REPRESENT OR WARRANT THAT THE LICENSED PROGRAMS WILL PERFORM WITHOUT INTERRUPTION OR BE ERROR-FREE.
5.3 Licensee Acknowledgement. LICENSEE FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT: (1) DEEPRENT LLC MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ACCURACY OF THE LICENSED PROGRAMS OR THE INFORMATION OR DATA CONTAINED THEREIN; (2) USING THE SOFTWARE DOES NOT RELIEVE LICENSEE OF ANY LEGAL OR STATUTORY OBLIGATIONS; (3) LICENSEE ACKNOWLEDGES THAT LICENSEE MAY BE SUBJECT TO FEDERAL, STATE AND/OR LOCAL LAWS CONCERNING THE COLLECTION, DISCLOSURE, SAFEGUARDING AND/OR OTHER USES OF INFORMATION RECEIVED FROM A CONSUMER ("CONSUMER INFORMATION") INCLUDING, WITHOUT LIMITATION, LAWS RELATED TO SOCIAL SECURITY NUMBERS, DRIVER'S LICENSE INFORMATION, AND/OR PERSONAL NON-PUBLIC INFORMATION, COLLECTED BY OR PROVIDED TO A LICENSEE ("INFORMATION PRIVACY LAWS"). LICENSEE ACKNOWLEDGES THAT COMPLIANCE WITH SUCH LAWS AND/OR REGULATIONS WITH RESPECT TO INFORMATION COLLECTED BY LICENSEE, INFORMATION STORED OR MANIPULATED BY THE LICENSED PROGRAMS OR INFORMATION STORED ON COMPUTER HARDWARE ASSOCIATED WITH THE LICENSED PROGRAMS ("STORED CONSUMER INFORMATION") IS THE SOLE RESPONSIBILITY OF LICENSEE; PROVIDED, HOWEVER, THAT DEEPRENT LLC AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO PROTECT SUCH STORED CONSUMER INFORMATION. LICENSEE FURTHER ACKNOWLEDGES THAT IT MAY BE SUBJECT TO FEDERAL, STATE AND/OR LOCAL LAWS RESTRICTING COMMUNICATIONS WITH ITS CUSTOMERS OR PROSPECTIVE CUSTOMERS INCLUDING, WITHOUT LIMITATION, THE FEDERAL "DO NOT CALL" LIST AND "ANTI-SPAM" STATUTES ("CONTACT RESTRICTION LAWS"). LICENSEE ACKNOWLEDGES THAT COMPLIANCE WITH THESE AND ANY AND ALL OTHER LAWS IS THE SOLE RESPONSIBILITY OF LICENSEE: (4) THE LICENSED PROGRAMS ARE NOT WARRANTED TO PREVENT VIOLATION OF ANY LAW OR REGULATION. AND DEEPRENT LLC UNDERTAKES NO RESPONSIBILITY FOR LICENSEE'S COMPLIANCE WITH ANY LAW OR REGULATION INCLUDING, WITHOUT LIMITATION, INFORMATION PRIVACY LAWS AND CONTACT RESTRICTION LAWS. DEEPRENT LLC MAKES NO REPRESENTATION OR WARRANTY REGARDING LEGALITY OF LICENSEE’S INTENDED OR ACTUAL USE OF THE LICENSED PROGRAM AND ASSOCIATED SERVICES, AND LICENSEE CANNOT RELY UPON THE LICENSED PROGRAMS FOR ANY ADVICE OR GUIDANCE REGARDING COMPLIANCE WITH FEDERAL AND STATE LAWS; (5) LICENSEE WILL INDEPENDENTLY MANUALLY VERIFY ANY CALCULATIONS MADE BY USING THE SOFTWARE AND SATISFY ITSELF THAT THOSE CALCULATIONS ARE CORRECT; (6) DEEPRENT LLC IN ITS SOLE DISCRETION SHALL BE ENTITLED TO DISCONTINUE PROVIDING CERTAIN INFORMATION AND FUNCTIONS OF THE LICENSED PROGRAMS IN THE EVENT THE INFORMATION OR FUNCTIONS ARE, FOR ANY REASON, NOT AVAILABLE OR IN THE EVENT ANY AGREEMENT WITH A THIRD PARTY ("THIRD PARTY AGREEMENT") IMPOSES COMMERCIALLY UNREASONABLE FEES OR RESTRICTIONS ON USE OF SUCH DATA; AND (8) LICENSEE ACKNOWLEDGES THAT CERTAIN INFORMATION AND FUNCTIONS OF THE LICENSED PROGRAMS ARE MADE AVAILABLE THROUGH THIRD-PARTY AGREEMENTS, AND THAT THE AVAILABILITY OF SUCH INFORMATION OR FUNCTIONS MAY BE DISRUPTED OR TERMINATED BY INTERRUPTION OF SUCH THIRD-PARTY AGREEMENTS FOR ANY REASONS, INCLUDING, BUT NOT LIMITED TO TERMINATION OF SUCH THIRD-PARTY AGREEMENTS OR LEGAL RESTRICTIONS ON THE USE OF SUCH AGREEMENT IS DISCONTINUED BY DEEPRENT LLC DURING THE TERM OF THIS AGREEMENT, THIS AGREEMENT SHALL REMAIN IN FORCE, AND THE INFORMATION OR FUNCTION AVAILABLE THROUGH THE THIRD-PARTY AGREEMENT, SHALL NO LONGER BE PROVIDED TO LICENSEE. IN THE EVENT LICENSEE IS CHARGED SEPARATELY FOR SUCH INFORMATION OR FUNCTION, LICENSEE SHALL CONTINUE TO PAY SUCH AMOUNT TO THIRD-PARTY LENDER, IF ANY, BUT SHALL, AT LICENSEE'S REQUEST, RECEIVE AN EXTENSION OF THE TERM OF THIS AGREEMENT AT NO ADDITIONAL COST TO LICENSEE, FOR A TIME PERIOD EQUAL TO THE PAYMENTS MADE BY LICENSEE AFTER THE LOSS OF AVAILABILITY OF THE INFORMATION OR FUNCTION, OR THE AMOUNT OF ONE MONTH'S PAYMENT TO THE THIRD PARTY LENDER, WHICHEVER IS LESS, CALCULATED AT THE RATE OF LICENSEE'S MONTHLY PAYMENT EXCLUDING TAX.
5.4 Limitation of Liability. IN NO EVENT WILL DEEPRENT LLC BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS OR REVENUES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, DAMAGE TO COMPUTER SYSTEMS, COST OF COVER, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE LICENSED PROGRAMS, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, OR MISREPRESENTATION, EVEN IF DEEPRENT LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DEEPRENT LLC'S LIABILITY UNDER ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE LICENSED PROGRAM WILL NOT, IN ANY EVENT, EXCEED THE TOTAL AMOUNT PAID BY LICENSEE FOR THE LICENSED PROGRAMS AS REFLECTED IN THE LICENSEE PURCHASE ORDER. Licensee acknowledges that the license fees and other fees set forth herein reflect the allocation of risk set forth in this Agreement and that DeepRent LLC would not have entered into this Agreement without the limitations of liability set forth in paragraph 5 of this Agreement.
5.5 By signing this contract, you, as the licensee, confirm that you have read, understood, and agreed to the terms and conditions outlined in the DeepRent Privacy Policy (https://deeprent.ai/privacy-policy/) and the DeepRent Terms of Service (https://deeprent.ai/tos/)
6. INDEMNIFICATION
6.1 Licensee shall defend, indemnify, and hold harmless Licensor and its officers, directors, employees, and agents from and against any and all claims, actions, losses, damages, and expenses (including reasonable attorneys' fees) arising out of or resulting from Licensee's use of the Software or breach of this Agreement.
7. Miscellaneous
Licensee assumes full responsibility for the cooperation of Licensees personnel. Licensee authorizes the use by DeepRent LLC for any purpose any testimonial or endorsement provided by Licensee or any of its officers or employees. All Licensed Programs, manuals and other materials provided by DeepRent LLC shall remain the property of DeepRent LLC. This Agreement is non-transferable by Licensee. The rights and obligations of DeepRent LLC hereunder may be assigned to another entity in the sole determination of DeepRent LLC. All monies paid under this Agreement Are non-refundable. This Agreement is to be governed and construed according to the laws of the State of New York, without regard to its internal principles with respect to choice of law. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in New York, New York in accordance with the Rules of the American Arbitration Association (the "Rules"), and judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. There shall be one arbitrator. If the parties cannot mutually agree upon the arbitrator, the arbitrator shall be selected using the listing process provided for in the Rules. The costs of the arbitration, including the cost of the arbitrator, the record or transcripts thereof, if any, administrative fees, and all other fees and costs (including each party's attorneys' fees) shall be borne by the losing party. This Agreement embodies the entire agreement between the parties (except to the extent other documents or agreements are expressly referenced herein) and supersedes all prior agreements and understandings relating to the subject matter hereof. This Agreement may be amended or modified only in writing executed by DeepRent LLC and Licensee. This Agreement is executed for business and/or professional purposes and under no circumstances shall it be construed as a consumer contract. The headings of paragraphs contained in the Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. This is a severable Agreement. If any provision or term of this Agreement is determined to be void, voidable, illegal or unenforceable in whole or in part, such determination shall not affect or impair or be deemed to affect or impair the term or provision of this Agreement. If any term or provision of this Agreement is declared or found to be void, voidable, illegal or unenforceable, the parties agree that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent.
DeepRent LLC
8 THE GRN STE D
DOVER, DELAWARE 19901
support@deeprent.ai
+1 (469) 717-6961
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