Terms & Conditions | Custom Software Development Company

"Terms & Conditions for Using Vivionify Services "

These Terms and Conditions (“Terms”) are incorporated by reference into the Solution Partner Agreement (“Agreement”) between vivionify (" vivionify") and the partner entity ("Licensee"). These Terms govern the use of vivionify, systems, services, and associated intellectual property made available for integration, development, and deployment of parking solutions.

1.Definitions

1.1 Affiliate:

Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

1.2 Confidential

: Information: Any non-public information disclosed by one party to the other that is designated confidential or that should reasonably be understood as confidential by its nature or context. This includes, but is not limited to, software, code, specifications, business plans, designs, pricing, and data

1.3 Deliverables

1.4 Documentation

: All manuals, instructions, and reference materials provided by vivionify to guide installation, integration, and use of the Software.

1.5 Intellectual Property Rights

: All rights under patent, copyright, trademark, trade secret, and other proprietary rights, recognized anywhere in the world.

1.6 Licensee

: The entity authorized by this Agreement to use vivionify Software and services.

1.7 Software

: All software products provided by vivionify, including APIs, SDKs, platforms, and modules used in developing, integrating, or managing parking-related services.

1.8 Work Product

: Any modifications, enhancements, or new developments to the Software or Deliverables made under or in connection with this Agreement.

1.9 Third-Party Materials

: Any software or content owned by third parties, which may be incorporated or used with the Software.

2.Grant of License

2.1 License Grant:

vivionify grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software and related services for internal evaluation, testing, and integration purposes, strictly within the scope defined in the relevant Order Form.

2.2 Scope & Limitations:

Use of the Software is restricted to the duration, geographic scope, and capacity limits defined in the applicable Order Form. Commercial deployment beyond evaluation or sandbox environments requires a separate commercial agreement.

2.3 Prohibited Uses:

Licensee shall not:

Use the Software outside the licensed scope;

Reverse engineer or derive source code;

Sell, lease, or distribute the Software;

Use the Software to build a competing platform;

Remove proprietary notices.

2.4 Ownership:

All rights, title, and interest in the Software, Documentation, and all related intellectual property remain with vivionify and its licensors. No rights are transferred other than those explicitly granted.

3.Confidentiality

3.1 Obligations:

Each party shall:

Keep Confidential Information secure;

Limit access to employees and contractors with a need to know;

Use Confidential Information only to fulfill obligations under the Agreement.

3.2 Exclusions:

Confidential Information does not include information that:

Becomes publicly available without breach;

Was lawfully known prior to disclosure;

Is independently developed;

Is disclosed by legal requirement (with notice and cooperation to the extent legally permissible).

4.Software Changes and Availability

4.1 Modifications:

vivionify may enhance or modify the Software and will make reasonable efforts to inform Licensee of material changes that affect functionality.

4.2 Discontinuation:

vivionify may discontinue any component of the Software with reasonable notice. In such cases, Licensee may be eligible for a pro-rata refund of prepaid, unused fees.

5.Term and Termination

5.1 Term:

This Agreement remains in effect until terminated as outlined herein or in the applicable Order Form.

5.2 Termination for Convenience:

Either party may terminate with thirty (30) days’ written notice.

5.3 Termination for Cause:

Immediate termination may occur if a party:

Commits a material breach and fails to cure within thirty (30) days;

Becomes insolvent or initiates bankruptcy proceedings.

5.4 Effect of Termination:

All rights granted under the license cease;

Licensee must return or destroy all Software and Confidential Information;

Obligations related to confidentiality, ownership, and liability survive termination.

6.Warranties and Disclaimers

6.1 Software Provided "As Is":

The Software is provided for testing and development purposes only. vivionify disclaims all warranties, including fitness for a particular purpose and non-infringement.

6.2 Third-Party Software:

Any third-party materials are provided “as-is” without warranties or support from vivionify.

7.Limitation of Liability

7.1 Exclusion of Damages:

Software Houses hall not be liable for indirect, incidental, consequential, special, or punitive damages, including loss of revenue or data, even if advised of such damages.

7.2 Liability Cap:

vivionify’s total cumulative liability shall not exceed the total amount paid by Licensee in the six (6) months preceding the event giving rise to the claim.

8.Miscellaneous

8.1 Governing Law:

This Agreement is governed by the laws specified in the Order Form, without regard to conflict of law principles.

8.2 Entire Agreement:

The Agreement, including Order Forms and exhibits, constitutes the entire understanding between the parties and supersedes prior discussions.

8.3 Amendments:

Must be in writing and signed by both parties.

8.4 Assignment:

Licensee may not assign this Agreement without prior written consent, except to an Affiliate. Unauthorized transfers are void.

8.5 Waiver:

Failure to enforce any provision does not constitute a waiver of future rights.

8.6 Severability:

If any provision is held invalid, the remainder will remain in effect.

9.Assignment

9.1 Restrictions:

Licensee may not assign, transfer, or delegate this Agreement, whether voluntarily or by merger or acquisition, without vivionify’s written consent, except to an Affiliate. Any unauthorized transfer is void.

9.2 Binding Effect:

This Agreement shall bind and benefit the parties and their permitted successors and assigns.

By accessing or using this Service, Licensee agrees to be bound by these Terms and Conditions.

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