SmartyStreets

US Autocomplete Pro License Cloud Access Addendum

1. Overview

The US Autocomplete Pro License Cloud Access Addendum (herein "License") is a limited license agreement by and between the Client and the Provider as defined and governed in conjunction with the Terms of Services of Provider's Platform subscription or a Master Services Agreement (individually or collectively the "Agreement") between the Parties. Definitions of key terms in this document shall have the same meaning as found in the Agreement. In the event there exists any conflict in terms, conditions, or definitions (herein "Conflicting Issues") between this License and the Agreement or the Terms of Services on Provider's Platform, the terms of this License will supersede or control with respect to such Conflicting Issues.

2. License Rights

Provider hereby grants Client a limited, worldwide, non-exclusive, non-transferable, revocable License to access and use Provider's US Autocomplete product Services which allows a user to input a keystroke-by-keystroke partial address interactive lookup, and immediately receive suggestions of complete addresses, including a 5-digit ZIP Code (Provider’s “Content”) via our API Services. Provider Content and Services are available for internal business use purposes only and for the duration of the term stated on a Service Order or a current online subscription. This License shall include access rights and services to the Provider's cloud-based API and online Platform but shall not include local onsite, or “Client-Hosted” Installation rights unless otherwise indicated in a Service Order.

3. Acceptable Use Policy

The US Autocomplete Pro product is intended to be used by individual natural persons (“Consumers”) and not by automated or computer assisted means or devices. Input of address queries are to be interactively submitted by a Consumer keystroke by keystroke to arrive at a given result and it is anticipated that the results are viewed by a Consumer. As a user submits such a query, each and every series of submissions shall constitute a single Lookup (regardless of the output number of suggested addresses it generates) and each Lookup is subject to pricing as agreed upon in a Service Order. Inputting an address in its entirety or as a wholly completed string, or generated by automation, constitutes a material breach contrary to this License unless otherwise modified in writing by the Parties.

4. Restrictions

This License is not to be interpreted as a sale or granting of ownership to any Intellectual Property Rights or Content, nor is it to be construed as a Private Label or Reseller-Distribution agreement. Except as permitted for internal business use purpose, Client shall have no right to disclose, reproduce, copy, reverse-engineer, mine, scrape, modify, assign, distribute, sell, rent, lease, market, publish, transfer, share, or sublicense Provider’s Content, or Services to benefit itself, any third-party or Client Affiliate.

Use of the US Autocomplete Pro product is not intended for emergency applications such as personal or public safety services requested via 911 emergency calls.

Client shall not circumvent the applicable fees associated with Lookups. For example, Client may not prevent SmartyStreets from accurately calculating Client’s Service usage levels or create multiple billing accounts or projects to avoid incurring Fees, abuse any free Service quotas, or offer access to the Services under a “time-sharing” or “service bureau” model.

5. Violation of Acceptable Use Policy

Violations by Client, or any other party authorized to access and use the Services may result in partial blocked access to or full suspension of Services until such time cures breach or other reasonable actions appropriate to address the violation, as determined in the sole discretion of Provider. Provider shall make reasonable efforts to contact Client so that violations may be addressed timely however we reserve the right to act without notice when necessary to preserve the stable, secure, and uninterrupted operations of the Services, as determined by us in our sole discretion. We may involve and will cooperate with law enforcement agencies and government agencies if criminal activity is suspected. Violators may also be subject to civil or criminal liability under applicable law. In case of violation of this Acceptable Use Policy, Client shall not be entitled to any compensation.

6. No Warranties

PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED ABOUT THE COMPLETENESS, QUALITY, ACCURACY, RELIABILITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS OF USE FOR PERSONAL OR PUBLIC SAFETY AND EMERGENCY SERVICES, OR GENERAL AVAILABILITY WITH RESPECT TO THE CONTENT OR INFORMATION MADE AVAILABLE TO CLIENT DERIVED FROM THIS PRODUCT OR RELATED PROVIDER SERVICES. ANY RELIANCE CLIENT PLACES ON PROVIDER'S OUTPUT MATERIAL IS STRICTLY AT CLIENT'S OWN RISK.

Updated: February 4, 2020

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