Charter Residential Software License Agreement
THIS SOFTWARE LICENSE AGREEMENT (the “Agreement”) effective as of the date set forth by execution below (the “Execution Date”), BETWEEN Verified Data Analytics, LLC, with headquarters located at 3300 101st St, Urbandale, IA 50322 (the “Vendor”) AND the undersigned party (the “Licensee”). Vendor and Licensee are collectively referred to as the “Parties” throughout this Agreement.
BACKGROUND:
The Vendor wishes to license software to the Licensee and Licensee desires to purchase the software license under the terms and conditions stated below.
IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
License
Under this Agreement the Vendor grants to Licensee a non-exclusive and non-transferable license (the “License”) to use the VDA Platform (the “Software”).
“Software” includes the computer algorithms, applications, platform, and any related printed, electronic and online documentation and any other files that may accompany the product. Software features can be seen in the Appendix, as applicable.
Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and it is not in any way a transfer of ownership rights to the Software.
The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties, aside from Licensee staff and clients of the Licensee.
Licensee may utilize the Software with residential structures under this Agreement.
Any raw data collected using the Software or uploaded to the Software is owned by the Licensee and the processed data and any derivative works are owned by the Vendor.
The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.
License Fee
The VDA Platform license fee for this Agreement is $299 $275 per user per month or $3300 $2990 per user per year for access to the Software. Additionally, for each VDA Drone report and VDA Pro report, a $45 $35 and $8 $5 charge will be incurred, respectively. The applicable license fees are due on the Execution Date of this Agreement and the applicable report charges are due at the time of report creation and may be billed immediately or at the beginning of the following month. License fees shall be due monthly or yearly as selected below. Renewal license fees will be invoiced beginning on the first day of the Renewal Term. Licensee shall be responsible for and pay any and all applicable taxes.
Please select one of the following options:
I, the Licensee, select the monthly payment option: ▢
I, the Licensee, select the yearly payment option: ▢
License fee billing may be updated by Vendor as applicable, dependent on Licensee total number of users on the Software.
Each VDA Drone report includes 1 residential structure. Buildings that are attached by exterior hallways, walkways, or other paths to a nearby building, adjacent building, or adjoining property shall be considered separate structures and shall incur additional report charges.
Licensee’s access to the Software will begin on the Execution Date for a period of 12 months, dependent on receipt of yearly or monthly payment(s), as applicable. Licensee’s license to the Software will auto renew for an additional 12 month period (“Renewal Term”) unless Licensee cancels its renewal 30 days prior to the commencement of the Renewal Term. Licensee may contact Vendor at Tyler@VerifiedDataAnalytics.com with said notice of nonrenewal.
Vendor reserves the right to change pricing for Software. Any change in pricing will only apply to Renewal Terms after such changes are made.
Vendor reserves the right to suspend license and access to Software, or terminate this Agreement, at any time if Licensee fails to pay any prices, fees, charges, or invoices set forth in this Agreement.
Public Relations and Marketing
During the Term of this Agreement, Vendor may identify Licensee in Vendor advertising and marketing materials as a customer. Licensee grants to Vendor the right to use its trademarks, trade names, service marks and logos (“Licensee Trademarks”) to advertise its products.
Confidentiality
Both parties undertake that neither they or their agents will, without the prior written consent of the other party, disclose any Confidential Information belonging to the other party to any third party or use Confidential Information belonging to the other party for any purpose other than in connection with performance of obligations under this Agreement. Each Party shall hold the other Party’s Confidential Information in strict confidence using at least the same degree of care with which it protects its own Confidential Information (in no event using less than reasonable care). The prohibitions and restrictions herein will not apply to any information which: (a) Becomes generally available to the public other than as a result of a disclosure in breach of this confidentiality clause; (b) Is rightfully received by the receiving party from a third party without confidentiality limitations; (c) Is independently developed by the receiving party’s employees without access to the Confidential Information; or (d) Is required to be disclosed by virtue of law or a court of competent jurisdiction. Without prejudice to any other rights or remedies that either party may have, both parties acknowledge and agree that the other would be irreparably harmed by a breach of any of the provision of this clause; that damages would not be an adequate remedy for any such breach; and that the other party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement. The provisions of this clause shall continue in force, notwithstanding the termination of the Services and this Agreement. “Confidential Information” means information being business, technical, financial, operational, administrative, marketing, performance, sales and contractual information and other electronic information and details of ideas and know-how including (but without limitation) that pertaining to actual or planned products, processes and services, software programs and samples, equipment, designs, drawings and any other material and data of a secret or proprietary nature belonging to either party.
Limitation of Liability
The Software is provided by the Vendor and accepted by the Licensee “as is”. Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
Licensee understands and agrees that any drone flight path displayed by the Software is subject to Licensee approval for execution of the aforementioned path and therefore waives any and all liability to Vendor for all drone flights executed through the Software. Licensee understands that it takes on the responsibility of pilot in command in accordance with the U.S. Federal Aviation Administration Part 107 regulations when using the Software and is solely responsible for all drone flights.
Licensee understands that the Software must be used with compatible drones, as listed on the VDA website or FAQs. Use of the Software with incompatible drones is not permitted.
The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
The Vendor does not warrant that the use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws.
The Vendor warrants that the Software will be operational in line with industry standards for the term of this Agreement. Vendor will maintain the Software to be operational with applicable 3rd party devices and software. Any bugs, down time, or other issue shall be addressed by the Vendor within a reasonable amount of time, in accordance with industry standards.
Warrants and Representations
The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.
Acceptance
All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee (“Acceptance”) upon execution of this Agreement.
User Support
The Licensee will be entitled to up to 10 hours of virtual technical support and 4 hours of virtual training at no additional cost during the first year, or shall be prorated for monthly plans as applicable. Virtual technical support includes any and all questions, calls, and any other items related to the Software that is not a part of the virtual training. Virtual training includes any and all questions, calls, presentations, and any other items related to the initial onboarding of Licensee staff to the Software. Subsequent years include up to 4 hours of virtual technical support at no additional cost, or shall be prorated for monthly plans as applicable. Vendor reserves the right to bill for any additional technical support and training at $150 per hour plus any applicable travel costs.
Any errors, bugs, crashes, or similar items may be submitted to Vendor by Licensee without affecting any allotted virtual technical support or virtual training time. Vendor shall rectify these items at its discretion.
The Licensee may receive minor speed, accuracy, and security upgrades at no additional cost at the Vendors discretion. Additional features and improvements to the Software billed separately. Title, copyright, intellectual property rights and distribution rights of any additional features and improvements remain exclusively with the Vendor.
Hosting and maintenance of core Software components shall be performed by Vendor.
Term
The term of this Agreement will begin on Acceptance and shall end upon termination.
Termination
This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. Upon termination of this Agreement for any reason, the Licensee will promptly destroy any proprietary information related to the Software.
Vendor may terminate this Agreement for its convenience, for no reason with 60-day written notice delivered to the Licensee by a reputable express delivery service or via email. In the event Vendor terminates for convenience, Vendor will refund Licensee for the pro-rated months of the applicable license fee not used less any remaining report charges.
Vendor may terminate this Agreement immediately upon any material breach of this Agreement by Licensee, without refund.
This Agreement may be terminated by the Licensee at any time by reputable express delivery service or via email. If this Agreement is terminated by the Licensee within 30 days of the Execution Date, Vendor shall provide a refund to Licensee for all applicable paid license fees. Licensee shall be responsible for any report charges incurred regardless of the termination date. The Licensee may additionally terminate this Agreement 30 days or more after the Execution Date, without refund.
In the event of termination 30 days or more after the Execution Date, Vendor shall retain Licensee data for up to 30 days and utilize reasonable efforts to assist in data transfer to Licensee, provided Licensee has fully paid all applicable Vendor invoices. In the event of termination within 30 days of the Execution Date, Licensee shall promptly destroy any data, outputs, information, or other items related to the Software and Vendor may discard Licensee data at its sole discretion.
Excessive Data Use
If Licensee use of the Software and/or data storage in the Software is deemed by Vendor to be in excess of that which is normal for the Software, Vendor may require Licensee to modify Software usage to acceptable standards or take other action as applicable.
Force Majeure
The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, pandemic, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.
Governing Law
The Parties to this Agreement submit to the jurisdiction of the courts of the State of Iowa for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Iowa.
In the event of any dispute or difference arising out of, or relating to this Agreement, or the breach thereof, the Parties shall use their best endeavors to settle such dispute or difference by consulting and negotiating with each other, in good faith, to reach an amicable settlement. In the event that an amicable agreement cannot be reached, the Parties agree to refer the dispute to arbitration. The arbitration shall be conducted and administered by the American Arbitration Association (“AAA”). The arbitration shall be conducted by one arbitrator selected by both Parties. The place of arbitration is Iowa. The arbitrator shall have the authority to allow for appropriate discovery and exchange of information before a hearing, including, but not limited to, production of documents, information requests, depositions and subpoenas. The arbitration verdict shall be accepted and binding on the Parties.
Miscellaneous
This Agreement can only be modified in writing signed by both the Vendor and Licensee.
This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
No computers, phones, or other hardware is included in this agreement. All hardware to be acquired or used for or with this Software is the responsibility of the Licensee.
Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa.
If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
This Agreement contains the entire agreement between the parties. All understandings have been included and written in this Agreement.
No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement, and signed by each Party.
This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor’s successors and assigns.
Notices
All notices to the parties under this agreement are to be provided to the following points of contact:
Verified Data Analytics, LLC : 3300 101st St, Urbandale, IA 50322
Tyler Carter : Tyler@VerifiedDataAnalytics.com
Appendix
VDA Platform Features:
VDA WEB PORTAL
Map View with Project Locations Overlay
VDA Drone Flight Mission Planning
2D Ortho Roof Model
Digital Elevation Model
3D Roof Model
3D Siding Model
HD Imagery point, box and polygon annotation tools
Admin Panel — Pilot & User management dashboard
White-label to match client company theme
FAA Pilot Training Guide
Roof Drawing (DXF)
Roof Dimensions + Standard VDA PDF Reports
API for Outputs
Upload and Download Data
View VDA Pro Report List
Edit VDA Pro Reports
Modify VDA Pro Templates
View VDA Pro Data
*Features as applicable with VDA Drone and/or VDA Pro
VDA DRONE MOBILE PHONE APP
Fully Autonomous Flight
Flight Mission Planning
Timeline Feature for Re-scanning same building with flight plan
Airbus Flight Authorization
Data Upload Wirelessly from Phone/Tablet
Data Upload from PC
2D Ortho Roof Model
Digital Elevation Model
3D Roof Model
3D Siding Model
HD Image viewer
Viewable Dimensions + Reports
VDA PRO MOBILE PHONE APP
Report List View and Filtering
Template selection
Automatic Uploads
Camera and Gallery photo uploads
Property GPS location
Signature Functionality
Work Authorization Signature Functionality
Full Property Photo Inspection Capability
Damage and Note recording
Dynamic Report Menus
DATA STORAGE
Data active and viewable for 2 years on the Software and up to an additional 3 years in less accessible storage and may include additional fees after 2 years, relative to date of report, subject to License renewals and continued monthly payments as applicable.
