This agreement (“Agreement”) is between VizionX, LLC, a Florida limited liability company located at 18167 US Hwy 19 N, #300, Clearwater, FL 33764 (“VizionX”) and the customer (“Customer”) listed in the quote between VizionX and Customer (“Quote”).  Capitalized terms not defined are defined in the Quote.

1. Once executed, a Quote is incorporated into this Agreement. If a conflict exists between a Quote and this Agreement, the terms of the Quote will control.
2. Products and Services. Customer will buy or license (as applicable) software (“Products”) and services (“Services”) from VizionX for the fees listed in the Quote (“Fees”).
3. Products- Modification. VizionX may modify Products at any time without notice, except that VizionX will give ninety (90) days’ notice if such modification materially reduces Products’ core functionality. If (i) VizionX gives such notice and (ii) the applicable Quote is between Customer and VizionX, Customer may, within the ninety (90) day time period after such notice, terminate such Quote by written notice. Upon such termination, VizionX will refund to Customer any prepaid, unused Fees pro-rated for the rest of the term of such Quote.
4. License- Products. VizionX grants Customer a non-exclusive, revocable, non-sublicensable, non-transferable (except per this Agreement), worldwide license to use Products only for Customer’s internal business purposes.
5. License- Process. Customer grants VizionX a non-exclusive, revocable, non-sublicensable, non-transferable (except per this Agreement), worldwide license to use Processes to perform Services. “Process” means all code, data, documents, integrations, intellectual property, know-how, methods, processes, report templates, techniques, tools, and software Customer (i) owns (or licenses) as of the Effective Date or (ii) creates outside this Agreement.
6. No Rights to IP Rights. Unless this Agreement says otherwise, VizionX does not grant Customer any rights to VizionX’s IP Rights or to any Products. “IP Rights”means all intellectual property, proprietary marks, and logos, (and any related applications, registrations, moral rights, or common law rights) worldwide.
7. Reservation of Rights. VizionX and Customer reserve all rights not granted to the other party under this Agreement.
8. VizionX may use any feedback or suggestions from Customer for its internal business purposes without further attribution or compensation.
9. Customer Responsibilities- Generally. Unless this Agreement says otherwise, Customer will not: (i) copy, create derivative works of, decompile, disassemble, modify, publicly display, or reverse engineer Products; (ii) input into Products anything contrary to Documentation or that infringes a third party’s IP Rights; (iii) input into Products Personal Information, financial information, or other sensitive information not allowed by Products; (iv) develop (during the term of this Agreement and for five (5) years after) any software competitive with Products; (v) access or attempt to access Products’ source code; (vi) upload any viruses or malicious content into Products or any networks providing Products; or (vii) allow use of Products in or by a country or person subject to U.S. government sanctions. “Personal Information” means any information that can be used to contact, locate, or identify a person.
10. VizionX may in its sole discretion provide to Products bug fixes, error corrections, and other minor updates (“Updates”). Customer must promptly install all Updates (as prompted). VizionX is not liable if Customer does not install any Updates.
11. VizionX may in its sole discretion provide Product enhancements, major modifications, and new versions, whether free or at additional cost (“Upgrades”). Customer will purchase and implement any products, hardware, software, or network connections needed to enable Upgrades.
12. Collected Data. VizionX may collect the following data (“Collected Data”): (ii) analytics data about Products and Services (and Customer’s use of Products and Services); and (ii) data related to Products and Services’ performance, operation, and usage. VizionX owns all rights, title, and interest in and to Collected Data. VizionX may use and share Collected Data for any legal business purpose.
13. This Agreement will start on the Effective Date and go until the Quote ends (“Term”).
14. Unless otherwise agreed, this Agreement will automatically renew unless either party terminates in writing at least thirty (30) days before the then current Term expires.
15. VizionX may suspend Customer’s access to Products and Services without notice: (i) if Customer does not pay any Fees within thirty (30) days of when due (sixty (60) days after invoice date); (ii) for any reasons that VizionX has a right to terminate this Agreement; or (iii) if VizionX or Provider believe that a violation of law, misuse of Products, or safety or security issue may soon occur.
16. Termination- For Cause. Either party may terminate this Agreement, effective upon written notice to the other party (“Defaulting Party”), if Defaulting Party materially breaches this Agreement and (i) Defaulting Party receives notice and does not cure such breach within thirty (30) days; or (ii) such breach cannot be cured.
17. Termination- Other. In addition, VizionX may immediately terminate this Agreement upon written notice if (i) Customer files for bankruptcy or is adjudicated bankrupt, or a petition of bankruptcy is filed against Customer and not dismissed within sixty (60) days; or (ii) Customer admits in writing or in a legal proceeding that it is insolvent or cannot pay its debts.
18. Termination- Effects. When this Agreement ends, Customer will pay all Fees owed and immediately stop using all Products (and VizionX may immediately terminate Customer’s access to Products and Services).
19. For (i) VizionX’s sale, license, or performance (as applicable) of Products and Services, and (ii) Customer’s rights under this Agreement, Customer will pay Fees.
20. VizionX will invoice Customer annually in advance (for Products) or monthly as incurred (for Services).
21. Payment Terms. Unless a Quote states otherwise, invoices are due with terms of NET 30. All payments will be in US dollars and made by ACH or wire transfer. If any good faith dispute arises as to part of an invoice, the undisputed part will be paid. Invoices over thirty (30) days past due (sixty (60) days after invoice date) will be in default. For any invoices in default, VizionX may suspend Customer’s access to Products or Services per this Agreement. Any such suspension will not relieve Customer of any obligations under this Agreement. If Customer has to pay an initial deposit at the start of a Quote, VizionX may refuse to start performing Services (or may deny Customer access to Products) under such Quote until Customer pays such initial deposit.
22. VizionX will invoice Customer for all applicable taxes.
23. VizionX may (at its own expense) remotely audit Customer’s compliance with this Agreement (i) during the Term and (ii) once during the twelve (12) month period after the Term ends. Upon request, Customer will promptly give VizionX all necessary access for such audit.
24. Confidential Information. If Customer discloses any non-public information (“Confidential Information”) to VizionX, VizionX will (i) only use Confidential Information to perform its obligations under this Agreement; (ii) not disclose Confidential Information to any third party; (iii) protect Confidential Information with a commercially reasonable degree of care; and (iv) use commercially reasonable efforts to return or destroy Confidential Information.
25. Representations and Warranties- VizionX. VizionX warrants that, during the Term: (i) Products will substantially conform to Documentation if Customer uses Products strictly per this Agreement and Documentation; and (ii) it will provide Services in a professional and workmanlike manner based on commercially reasonable industry standards. VizionX’s only liability, and Customer’s only remedy, for breach of the above warranties will be: (i) in VizionX’s sole discretion, to use commercially reasonable efforts to repair or replace the nonconforming Product to make it conforming, or re-perform the affected Service, as applicable; or (ii) if VizionX in its sole discretion determines that such repair, replacement, or re-performance is commercially infeasible, to terminate the relevant Quote and Agreement and issue Customer a pro-rata refund of any pre-paid but unused Fees for the affected Product. Such remedy is not available unless Customer promptly notifies VizionX in writing of such breach promptly after VizionX delivers such Product or performs such Services.
26. Use of Customer Name and Logo. Customer grants VizionX a non-exclusive, royalty-free, worldwide license to use Customer’s name and logo solely for marketing and promotional purposes, including but not limited to, on Company’s website, in presentations, and in marketing materials.  VizionX agrees to use the Customer’s name and logo in a manner consistent with Customer’s brand guidelines, which shall be provided by Customer. VizionX shall not alter the Customer’s name or logo in any way without prior written consent from Customer.  Customer may revoke this license at any time with written notice to VizionX, at which point VizionX shall cease using Customer’s name and logo within thirty (30) days of such notice.
27. Unless this Agreement says otherwise, VizionX makes no representations or warranties. This Agreement excludes any warranty of merchantability.
28. Indemnification- Customer. Customer will indemnify or defend VizionX (including without limit VizionX’s affiliates, agents, assigns, directors, employees, officers, and successors) against all actions, awards, claims, costs, damages, deficiencies, expenses, fines, interest, judgments, liabilities, losses, penalties, reasonable legal fees, or settlements VizionX incurs (collectively, “Losses”), relating to any third-party claim arising out of or connected to Customer’s (i) intentional misconduct, recklessness, or fraudulent acts or omissions; or (ii) violation of applicable law.
29. Other Damages. VizionX is not liable to Customer for any (i) loss of use, revenue, profit, or (except as otherwise noted in this Agreement) data, or (ii) consequential, exemplary, incidental, indirect, special, or punitive damages, whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable or whether VizionX was told of the chance of such damages.
30. Limit of Liability. VizionX’s maximum cumulative liability for all damages under this Agreement will not exceed the amounts paid under the Quote under which the claim arose in the prior six (6) months.
31. An amendment to this Agreement is only effective if it is in (i) writing signed by each party; or (ii) an update to this Agreement on VizionX’s website (in which case such changes apply when Customer executes a renewal Quote incorporating this Agreement).
32. Each party will follow all applicable laws during the Term.
33. Governing Law. Florida law governs this Agreement and all related claims, without regard to choice-of-law rules.
34. Any legal proceeding related to this Agreement will only be filed in state or federal courts in Clearwater, Florida, and each party agrees that such a forum is convenient. Service of process, summons, notice or other document by mail to such party’s address listed in this Agreement (or as updated per this Agreement) will be effective service of process for any proceeding brought in such forum.
35. Legal Fees. The prevailing party in any action or proceeding arising under this Agreement will be promptly reimbursed by the other party for its related legal fees incurred.
36. Neither party may assign this Agreement without the other party’s reasonable consent except in the case of a merger, sale of substantially all stock or assets, or similar transaction. Any assignment that violates this Section is void.
37. No unfavorable contract construction principle will be used against a party that helped draft this Agreement.
38. Entire Agreement. This Agreement and any other documents incorporated by reference is the parties’ entire agreement for the subject matter.
39. Equitable Relief. If a party breaches this Agreement’s confidentiality, IP Rights, or non-solicitation of employees provisions (if any), the non-breaching party may seek equitable relief without posting bond or proving actual damages.
40. Force Majeure. No party will be liable to the other party for any failure or delay in performing under this Agreement (except payment obligations) caused by an event outside the party’s reasonable control (“Force Majeure Event”). Once the Force Majeure Event ends, the affected party will resume performance under this Agreement as soon as reasonably possible.
41. This Agreement’s headings are for reference only.
42. Independent Contractors. The parties are independent contractors, and neither party may bind the other party unless this Agreement allows.
43. No Third-Party Beneficiaries. This Agreement does not grant any right, benefit, or remedy to any third party unless otherwise stated.
44. All notices under this Agreement (“Notice”) will be in writing and addressed to the parties’ addresses noted in this Agreement (or to such other designated address). All Notices will be sent by email, mail (postage prepaid), or personal delivery. A Notice compliant with this Section is effective only when received, unless otherwise noted in this Agreement.
45. If any term of this Agreement is held to be unenforceable, the parties will negotiate in good faith to modify such terms based on the parties’ original intent. Any such term will not affect the rest of the Agreement or the enforceability of such term in any other jurisdiction.
46. No failure to exercise any right under this Agreement will be considered a waiver of such right.

Last Updated: June 19, 2024