Data License Agreement

This Data License Agreement ("Agreement") is entered into between you ("Licensee") and POIDATA.XYZ, LLC., a Delaware corporation ("Licensor"). By purchasing and using the dataset ("Data") through Licensor's online store ("Store"), you agree to the terms and conditions outlined in this Agreement, creating a binding legal agreement.

1. Broad and Permissive License

(a) License Grant. Licensor grants Licensee a non-exclusive, non-sublicensable, revocable, and non-transferable perpetual license to use the Data for "Permitted Uses," including internal business or research purposes and the creation of external products, applications, research publications, and analyses. Products created must not be competitive with the direct sale of the Data.

(b) Unlimited Use. Licensee may keep the Data indefinitely, allowing for unlimited use.

(c) No Resale Restrictions. Licensee shall not sell the Data in its current or substantially similar form.

2. Fees and Delivery

(a) Fees. Licensee agrees to pay the Fees as set forth in the Store, ensuring timely payment for Data subscription plans.

(b) Taxes. Licensee is responsible for applicable taxes, excluding those imposed on Licensor's income.

(c) Delivery. Data will be delivered through the Store, with no liability for delays or interruptions.

3. Data Security and Licensee Covenants

(a) Security Measures. Licensee shall employ reasonable measures to safeguard and secure the Data from unauthorized access, disclosure, or loss.

(b) Representations. Licensee represents its right to enter into this Agreement and agrees to use the Data in compliance with all applicable laws.

4. Intellectual Property Ownership

Licensor retains all rights to the Data, acknowledging ownership, including copyright protection and trade secrets.

5. Disclaimer of Warranties

Licensor provides the Data "as is" and disclaims all warranties, excluding any implied warranties.

6. Indemnification

Licensee indemnifies Licensor against losses resulting from third-party claims related to negligence, breach of warranty, or unauthorized use of the Data.

7. Limitations of Liability

Licensor's liability is limited, excluding certain damages, and shall not exceed the total Fees paid by Licensee in the year preceding the claim.

8. Term and Termination

(a) Perpetual Term. The Agreement is perpetual, allowing Licensee to keep the initially downloaded Data. Termination may occur if Licensee breaches obligations.

(b) Effect of Termination. Upon termination, the license ceases, and Licensee must delete all copies of the Data.

9. Miscellaneous

(a) Entire Agreement. This Agreement supersedes all prior agreements and represents the entire understanding between the parties.

(b) Notices. Notices must be in writing and are effective upon receipt.

(c) Force Majeure. Licensor is not liable for failure or delay due to circumstances beyond its control.

(d) Amendment and Modification. License terms may be amended, with material changes notified through the Store or email.

(e) Severability. If any provision is invalid, the parties will negotiate in good faith to maintain the original intent.

(f) Governing Law. The Agreement is governed by Delaware law, with disputes resolved in Delaware courts.

(g) Assignment. Licensee may not assign rights without consent; Licensor may assign in certain circumstances.

(h) Export Regulation. Licensee agrees to comply with US export control laws.

(i) Equitable Relief. Licensee acknowledges that a breach may result in irreparable harm, allowing Licensor to seek equitable relief.

(j) Attribution. If applicable, Licensee will attribute the Data source to "PoiData.xyz, a data company aggregating public point of interest geo-data from various sources."