Places Grounding Terms of Service

1. Definitions

"Augmented Data" means the data fields created or materially enhanced by Zephr, including without limitation entrance (facade orientation, compass bearing, and adjacent street) and refined entrance-level coordinates, but excluding the Visual Description Content.

"Base Data" means data sourced from the Overture Maps Foundation ("Overture") and made available through the Service, including place names, categories, addresses, contact information, brand affiliation, coordinates, and Overture GERS identifiers (overture_id).

"Zephr Data" means, collectively, the Base Data and the Augmented Data made available through the Service, excluding the Visual Description Content.

"Visual Description Content" means the visual_description fields and any other content derived from Mapillary street-level imagery.

"Reference Identifiers" means stable third-party identifiers and cross-references made available through the Service that point to records in other datasets — including Overture GERS and building identifiers, Mapillary image identifiers, and OpenStreetMap way, feature, or street identifiers indicating where a place or its entrance is located. Reference Identifiers are pointers to other datasets, not copies of those datasets' contents.

"Free Tier" means the no-charge Basic tier of the Service (as of the Effective Date, up to 500 requests per month), subject to the usage limits published at zephr.xyz.

"Paid Tier" means any subscription, enterprise, or site-license tier that requires payment of fees.

"Commercial Arrangement" means an active Free Tier registration or a paid subscription, enterprise agreement, or site license that authorizes your access to the Service under these Terms.

"Credentials" means any API key, OAuth token, client secret, or other authentication material issued to you to access the Service.

"Customer Inputs" means the query parameters, coordinates, and other data you transmit to the Service.

2. The Service

2.1 Description. The Service provides spatial context about physical places to AI agents and applications through MCP servers, a REST API, and offline tiles. The Service exposes tools including, without limitation, search_places, get_location, find_nearest_to_me, get_place_details, navigate_to_place, and check_navigation_progress.

2.2 Tiers and access. Access to the Service requires a Commercial Arrangement. The Free Tier is available at no charge subject to published request limits and these Terms. Access beyond the Free Tier limits, and any production or commercial deployment beyond those limits, requires a Paid Tier. We may publish, and change, the features, request limits, and pricing of each tier at zephr.xyz.

2.3 Changes to the Service. We may modify, add, or discontinue features of the Service, including data coverage and fields, at any time. We will use commercially reasonable efforts to provide advance notice of material adverse changes to Paid Tier customers.

2.4 Beta and evaluation features. Portions of the Service may be offered as beta, preview, or evaluation features. Such features are provided "as is," may be changed or withdrawn at any time, and are excluded from any service commitments.

3. Account Registration and Credentials

3.1 Accurate information. You agree to provide accurate registration information and to keep it current.

3.2 Security of Credentials. You are responsible for safeguarding your Credentials and for all activity that occurs under them. You must not share Credentials with unauthorized parties. Notify us promptly at support@zephr.xyz of any unauthorized use.

3.3 One identity. You must not create multiple accounts, rotate accounts or Credentials, or otherwise structure your access in order to exceed usage limits or evade fees.

4. Fair Access

We keep this short on purpose. You are free to do a great deal with the data (see Section 5); this Section is only about keeping access to the Service itself fair and stable.

4.1 Access through a plan. Access to the Service requires a valid Commercial Arrangement and valid Credentials, used within the limits of your plan. You may redistribute and resell the data as permitted by Section 5, but you may not resell or provide access to the Service itself (for example, by sharing Credentials or fronting the API) to parties that do not have their own Commercial Arrangement.

4.2 Don't abuse the API. You must not, and must not permit any third party to:

• (a) circumvent or disable rate limits, quotas, authentication, or other access controls, including by spreading requests across multiple accounts, keys, or IP addresses to exceed the limits of your plan;
• (b) interfere with or disrupt the integrity, security, or performance of the Service, including through denial-of-service or abusive automated traffic;
• (c) use the Service in violation of applicable law or to infringe or misappropriate the rights of any third party;
• (d) remove, obscure, or alter the attribution notices required under Section 6; or
• (e) use the Service or the data for any safety-critical purpose prohibited under Section 8.4.

4.3 Enforcement. We may throttle, suspend, or terminate access, with or without notice, for conduct we reasonably believe violates this Section. This Section governs access to the Service only and does not narrow the data rights granted in Section 5.

5. Data License

This Section 5 sets out the license under which we license the content of data you lawfully obtain through the Service. It applies to data in your possession that you obtained through an authorized use of the Service; it does not grant any right of access to the Service, which is governed by the rest of these Terms.

5.1 Zephr Data — CDLA-Permissive-2.0. The Zephr Data (the Base Data and the Augmented Data, excluding the Visual Description Content) is licensed to you under the Community Data License Agreement – Permissive – Version 2.0 ("CDLA-Permissive-2.0"), available at https://cdla.dev/permissive-2-0/. Subject only to your compliance with these Terms and the attribution requirement in Section 6, you may use, modify, combine with your own or third-party data, redistribute, resell, and republish the Zephr Data and any results or products derived from it, for any purpose, including commercial purposes, with no obligation to open-source or share-alike your own enhancements. CDLA-Permissive-2.0 asks only that you preserve the license text and attribution/notice information accompanying the Zephr Data when you share it. This grant survives with the data and is not conditioned on your continued access to the Service.

5.2 Overture Places basis. The Base Data is the Overture Maps Foundation Places theme, which Overture publishes under CDLA-Permissive-2.0. The Service therefore delivers place content under a single, consistent permissive license. Beyond Places, the Service provides only Reference Identifiers — pointers such as Overture GERS and building IDs, Mapillary image IDs, and OpenStreetMap street/feature identifiers — which link a place to records in other datasets. Reference Identifiers are identifiers and factual cross-references, not extractions or copies of those datasets. The Service does not redistribute the contents of the Overture buildings, transportation, or addresses themes, of OpenStreetMap, or of Mapillary; if you choose to retrieve content from those sources using a Reference Identifier, your use of that content is governed by that source's own license (for OpenStreetMap-derived data, the Open Database License; for Mapillary imagery, CC BY-SA 4.0).

5.3 Visual Description Content — CC BY-SA 4.0. The Visual Description Content is derived from Mapillary street-level imagery and is licensed under the Creative Commons Attribution-ShareAlike 4.0 International License ("CC BY-SA 4.0"), available at https://creativecommons.org/licenses/by-sa/4.0/. If you share the Visual Description Content or adaptations of it, you must (a) give appropriate attribution as described in Section 6, and (b) license your contributions to any adaptation under CC BY-SA 4.0 (the "share-alike" requirement). CC BY-SA 4.0 is a public, irrevocable license; nothing in these Terms limits the rights it grants to a lawful recipient of the Visual Description Content.

5.4 No implied service rights. The licenses in this Section 5 are licenses to content. They do not grant you any right to access the Service, to exceed your tier limits, or to permit others to access the Service without their own Commercial Arrangement.

5.5 Zephr marks and software. These Terms do not license the Zephr name, logos, or trademarks, or any Service software, other than as necessary to use the Service as intended. The Service software, interfaces, and documentation, and all intellectual property rights therein (other than the licensed data), remain the exclusive property of Zephr and its licensors.

6. Attribution and Third-Party Notices

6.1 Required attribution. When you share the Zephr Data or the Visual Description Content, or products or results that incorporate them, you must retain and reproduce the following notices, as applicable to the data shared:

• Place data: "Contains data from the Overture Maps Foundation, provided via Zephr Places Grounding, licensed under CDLA-Permissive-2.0."
• Visual descriptions (if used): "Visual descriptions derived from Mapillary imagery, © the respective contributors, licensed under CC BY-SA 4.0."

If you do not use the Visual Description Content, only the first notice is required.

6.2 Placement. Attribution must appear in a reasonable manner appropriate to the medium (for example, an "About," "Data sources," or "Attribution" page or notice), and must be preserved in redistributed data files and accompanying license/notice text.

6.3 Updates. We may update the exact attribution text at zephr.xyz to reflect changes in upstream requirements, and you agree to use the then-current text on a going-forward basis for new distributions.

7. Fees, Payment, and Taxes

7.1 Fees. Paid Tier fees are as described at zephr.xyz or in an applicable order form or enterprise agreement. Unless otherwise stated, fees are non-refundable.

7.2 Changes. We may change fees for future billing periods upon reasonable notice.

7.3 Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes other than taxes based on Zephr's net income.

7.4 Suspension for non-payment. We may suspend or terminate access for overdue amounts after reasonable notice.

8. Disclaimers

8.1 "AS IS." THE SERVICE AND ALL DATA (INCLUDING THE ZEPHR DATA AND VISUAL DESCRIPTION CONTENT) ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

8.2 No warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZEPHR AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant that the Service will be uninterrupted or error-free, or that the data is accurate, complete, or current.

8.3 Third-party and public data. The Service incorporates data from third-party and public sources (including Overture, OpenStreetMap, and Mapillary contributors). We do not control and are not responsible for the availability, accuracy, or lawfulness of such upstream sources, and we make no warranty regarding them.

8.4 Not for safety-critical use. The Service and the data are not designed or authorized for use in navigation for vehicles or aircraft, aviation, maritime, emergency response, autonomous systems, or any other application where inaccuracy could result in death, personal injury, or property or environmental damage ("Safety-Critical Use"). You must not use the Service for any Safety-Critical Use, and you assume all risk if you do.

9. Indemnification

9.1 Indemnification by you. You agree to defend, indemnify, and hold harmless Zephr and its officers, directors, employees, agents, and licensors (the "Zephr Parties") from and against any and all third-party claims, demands, suits, or proceedings, and all resulting losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to:

• (a) your access to or use of the Service or the data, including any product, application, or output you create using them;
• (b) your breach of these Terms, including any violation of Section 4 (Fair Access) or the license and attribution requirements of Sections 5 and 6;
• (c) your violation of any applicable law or of the rights of any third party (including intellectual property, privacy, or publicity rights);
• (d) your Safety-Critical Use or other prohibited use of the Service or the data; or
• (e) any claim that your combination, modification, or downstream distribution of the data, or your use of the data in your own products or services, infringes or misappropriates the rights of a third party.

9.2 Procedure. We will notify you of any claim for which we seek indemnification, and you will have control of the defense and settlement, provided that any settlement that imposes any obligation or admission on a Zephr Party requires that Party's prior written consent, and the Zephr Parties may participate with their own counsel at their own expense.

9.3 No indemnity from Zephr. Except as expressly and separately agreed in a signed enterprise agreement, Zephr provides no indemnification to you, including no intellectual-property indemnity for the data. Because the data is licensed under open-data licenses from public and third-party sources, you are responsible for evaluating its suitability and clearing any rights necessary for your particular use.

10. Limitation of Liability

10.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ZEPHR PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ZEPHR PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO ZEPHR FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). For Free Tier use, the cap is US$100.

10.3 Your obligations not limited. The limitations in this Section 10 limit the liability of the Zephr Parties only. They do not limit your payment obligations under Section 7 or your indemnification obligations under Section 9.

10.4 Basis of the bargain. The disclaimers and limitations in Sections 8 and 10 are a fundamental basis of the bargain between you and Zephr and apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you.

11. Confidentiality and Customer Inputs

11.1 Customer Inputs. As between the parties, you retain all rights in your Customer Inputs. You grant Zephr a limited license to process Customer Inputs solely to provide, secure, and improve the Service. We may generate and retain aggregated and de-identified usage data that does not identify you or any individual.

11.2 Credentials and non-public materials. Credentials and any non-public pricing, enterprise terms, or technical materials we provide are our confidential information; you will protect them using at least reasonable care and use them only to use the Service.

11.3 Privacy. Our handling of personal data is described in our Privacy Policy at zephr.xyz. Where your use of the Service involves personal data subject to data-protection laws, the parties will enter into a Data Processing Addendum if required.

12. Suspension and Termination

12.1 By you. You may stop using the Service at any time. For Paid Tiers, cancellation is governed by your order form or enterprise agreement.

12.2 By Zephr. We may suspend or terminate your access to the Service at any time for any violation of these Terms, for any risk to the Service or other users, or as required by law. For Paid Tiers, we will provide reasonable notice of termination for convenience where practicable.

12.3 Effect of termination. Upon termination, your right to access the Service ends immediately. Termination does not, by itself, revoke the open-data license rights in any Zephr Data or Visual Description Content you already lawfully obtained, but your obligations under Sections 4, 6, 8, 9, 10, and 11 survive as applicable, along with any provision that by its nature should survive.

13. General

13.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules.

13.2 Venue. The exclusive venue for any dispute arising out of or relating to these Terms or the Service will be the state and federal courts located in Boulder County, Colorado, and the parties consent to personal jurisdiction there.

13.3 Jury and class-action waiver. To the extent permitted by law, each party waives any right to a jury trial, and you may bring claims against Zephr only in your individual capacity and not as a plaintiff or class member in any class or representative proceeding.

13.4 Changes to these Terms. We may update these Terms from time to time. Material changes will be posted at zephr.xyz with an updated Effective Date; your continued use of the Service after changes take effect constitutes acceptance.

13.5 Entire agreement; order of precedence. These Terms, together with any order form, enterprise agreement, or site license and any referenced Zephr policies (including the Privacy Policy and any SDK License), constitute the entire agreement regarding the Service. In the event of a conflict, a signed enterprise agreement controls over these Terms, and these Terms control over other referenced policies, except that the open-data licenses in Section 5 control the terms of the data licenses themselves.

13.6 Relationship to SDK Terms. These Terms govern the Places Grounding Service. Zephr's separate Positioning SDK Terms of Service govern the Zephr positioning SDK and are not superseded by these Terms.

13.7 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

13.8 Severability; waiver. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce any provision is not a waiver.

13.9 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

13.10 Contact. Questions about these Terms: support@zephr.xyz. Developer forum: forum.zephr.xyz.

Attribution notice (ready to copy)

Contains data from the Overture Maps Foundation, provided via Zephr Places Grounding, licensed under CDLA-Permissive-2.0.

If you use the visual descriptions, add:

Visual descriptions derived from Mapillary imagery, © the respective contributors, licensed under CC BY-SA 4.0.