API / Tileserver Terms of Service

Terms of Service

This Terms of Service Agreement (the “Agreement”) is effective as of the date the Customer clicks to accept the Agreement (the “Effective Date”). This Agreement is between Loveland Technologies, LLC, a Delaware limited liability company with an address at 440 Burroughs St., Suite 672, Detroit, MI 48202 (“Company”) and the customer ( “Customer”), also referred to herein as parties.  If you are accepting on behalf of Customer, you represent and warrant that: (a) you have full legal authority to bind Customer to this Agreement; (b) you have read and understand this Agreement; and (c) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer's access to and use of the Services.  Capitalized terms that are not defined elsewhere in the Agreement are generally defined in Section 14.

Orders

Company provides a parcel application programming interface software (“Software”) and parcel tile data sets (“Data”)  that can be accessed via use of a token parameter through Company’s application programming interface (“API”) (collectively, “Services”) or with use of third party mapping tools.  This Agreement establishes the terms of service for the use and/or purchase of the Services (“Subscriptions”). This Agreement does not obligate the parties to purchase or provide Subscriptions. Such obligations will be documented in subsequent orders the Customer makes through the Website that describe the Subscription, including license metrics, the Term (as defined in Section 12.1), and fees, which will be documented in a receipt (each, an “Order Form Receipt”). Upon submitting an order to Company, Customer hereby agrees to abide by the terms of the applicable Order Form Receipt (“Order Effective Date”).  An explicit conflict between these agreements will be resolved according to the following order of precedence: (1) an Order Form Receipt; and (2) this Agreement.

 

Subscriptions

A Customer can obtain the Services through a trial subscription, monthly subscription basis, annual subscription basis, or on another periodic basis as purchased by Customer and documented in an Order Form Receipt. There are limitations on the Services for trial subscription Customers, including but not limited to, the types and amount of Data that may be available and number of requests that can be made to the API by Customer. A Customer obtaining the Services through a trial subscription may obtain only the Services as determined by Company’s sole discretion and as may be changed from time to time after notice to the Customer.  Customers have the ability to upgrade or modify their Subscriptions, including their paid package levels, in accordance with the terms of this Agreement. Services will be provided according to the terms in the Order Form Receipt unless changed in a subsequent renewal.  Company may alter the features, functionality, or availability of the Services at any time, after reasonable notice to the Customer, during a Subscription. Additional terms and conditions may be provided on the subscription registration web page or to a Customer by email.  Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

 

Company Services 

Account Creation
To use certain features of the Services, Customer will need to create an account with Company (“Account”), and provide certain information as prompted by the Website.  Customer represents and warrants that: (a) all required registration information Customer submits is truthful and accurate; and (b) Customer will maintain the accuracy of such information.  Company may suspend or terminate Customer’s Account in accordance with Section 12.  Customer is responsible for maintaining the confidentiality of its Account login information and is fully responsible for all activities that occur under its Account.  Customer agrees to immediately notify Company of any unauthorized use, or suspected unauthorized use of Customer’s Account or any other breach of security.  Company will not be liable for any loss or damage arising from Customer’s failure to comply with the above requirements.

Purchased Services
Company will make the Purchased Services available to Customer pursuant to this Agreement and the relevant Order Form Receipt(s), if any, during the Term (as defined in Section 12.1).  Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Company regarding future functionality or features. 

Trial Subscriptions
Company may offer the Services to Customer for a trial period (“Trial Subscription”) as shown when Customer accesses the Trial Subscription (“Trial Subscription Period”). In the event Company offers a Trial Subscription to Customer, the Trial Subscription Period is effective upon the date that Customer creates an Account with Company (“Trial Subscription Effective Date”) and shall end on the date shown when Customer accesses the Trial Subscription.  Customer will be required to enter credit card information in order to access the Trial Subscription, but will not be charged for access during the Trial Subscription Period.  Customer’s credit card will be charged for a full Subscription upon expiration of the Trial Subscription Period, unless Customer cancels the Trial Subscription prior to that date. Customer may only access the Services through a Trial Subscription once at Company’s sole discretion, and only one (1) Trial Subscription is allowed per Account created with Company. Customer shall not be allowed to create multiple Accounts with Company. Company has no requirement to keep Customer’s Content (if any) and shall be entitled to erase permanently Customer’s Content (if any) after the expiration or termination of the Trial Subscription Period.

Customers Subscriptions
Unless otherwise specified in the applicable Order Form Receipt or registration web page on the Website, Services are obtained as Subscriptions.  Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Company promptly of any such unauthorized use known to Customer.

Standard Support
Company will provide Customer with support as set out in this Agreement and its standard support offerings, as each may be modified from time to time. During the term of this Agreement, Company may, in its sole discretion, provide Customer with Updates.  In the event of a material Update, Company shall inform Customer by email of such Update or post such Update on Company’s web page, which Customer is obligated to review from time to time in order to stay current on the Company’s then-current policies related to the Services.  Updates (if any) will be deemed to be part of the Services under this Agreement.  Company is not obligated to provide any Updates to the Services.

License

License Grant
Subject to the terms and conditions of this Agreement, Company grants to Customer a non-exclusive, non-sublicensable, non-transferable license, during the Term (as defined in Section 12. 1) to access, use the Services in accordance with the Documentation and this Agreement.  For clarity, the following are permitted licensed uses of the API: (1) Integrate parcel data into Customer’s apps, products, and services; (2) Integrate with other mapping interfaces, SDKs, and data providers; and (3) Search and look up parcel information based on lat-long, address, APN, and owner. For clarity, the following are permitted licensed uses of the Data: (1) Use Company’s raster (PNG) and vector (MVT) tiles to show parcel boundaries on Customer’s Leaflet, Mapbox or ESRI, or other interactive map; or (2) Replace Customer’s existing map layers with Company’s parcel polygons.

Limitations and License Restrictions
The Company Property, including but not limited to all manuals, reports, records, programs, Data and other materials, and all Intellectual Property Rights in each of the foregoing, are the exclusive property of Company and its suppliers.  Customer agrees that it will not, and will not permit any other party, or if the Services are being purchased for use by an entity, any of such entity’s employees, to: (a) permit any party to access the Software, the API, or Documentation or use the Services, other than its employees authorized under this Agreement; (b) modify, adapt, alter or translate the Company Property, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Software, API, or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (e) use or copy the Software, API, Documentation, or Data except as expressly allowed under this subsection; (f) disclose or transmit any data contained in the Software to any individual other than a Customer employee, except as expressly allowed herein, (g) use the Services to conduct or promote any illegal activities; (h) use the Services to generate unsolicited email advertisements or spam; (i) use the Services to stalk, harass or harm another individual; (j) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (k) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (l) use any trademark, tradename, or brand name of Company’s in metatags, keywords or hidden text; (m) use any portion of the Services or Website in any manner that may give a false or misleading impression, attribution, or statement as to the Company, or any third party; (n) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (o) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Company Property; or (p) use the Services to create a product or service with features that are substantially similar to or that re-create the features of another Company product or Services.  In addition, Customer represents that it is not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and that Customer will not access or use the Software in any manner that would cause either party to violate any U.S. or international embargo, export control law, or prohibition. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Company Property or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the Software or API.

Limitations and Restrictions on License to API
Notwithstanding the foregoing in this Section, Customer may cache or store the parcel records retrieved or collected by the API, but Customer must destroy all parcel records in accordance with Section 9 of this Agreement upon termination of this Agreement or notice from Company.

Limitations and Restrictions on License to Data
Notwithstanding the foregoing in this Section, Customer may not (i) cache the Data or otherwise store Data offline without written approval from Company, or (ii) extract or process the Data, including parcel geometries in any derivative works other than the web and mobile applications. In the event that Customer wants to create derivative works of the Data, Customer must receive written approval from Company, and additional fees may be applicable.

Fees and Expenses; Payments

Fees
In consideration for the access rights granted to Customer and the Services performed by Company under this Agreement, Customer will pay via credit card to Company all fees on Customer’s Account set forth on the pricing page for the Subscription Plan purchased on the Website, as amended from time to time (the “Fees”).  Company will automatically renew and bill Customer’s credit card according to the schedule detailed in the Order Form Receipt and in accordance with pricing page of the Website.  If Customer provides credit card information to Company, Customer authorizes Company to charge such credit card for all Services listed in the Customer’s Account, or on the Order Form Receipt, as applicable, for the initial subscription Term, any renewal Term(s), any recurring fees, any costs related to excess incremental data used by Customer that exceeds Customer’s Subscription as detailed in Order Form Receipt or pricing page, and charges set forth therein.

Customer Subscription Data Fees
Each Subscription contains various monthly data requests (“Data Requests”) included within the Subscription plan as provided on the Order Form Receipt or the Subscription plan selected by Customer when purchasing the Subscription. If Customer exceeds the monthly Data Requests to the API provided by Company to Customer in Customer’s purchased Subscription, Customer’s credit card will be charged the fees for the excess Data Requests used by Customer per month. Company will provide commercially reasonably notice via email or through the Software to inform Customer of its used Data Requests from the purchased Subscription plan, and Customer will also receive notice when Customer reaches the allotted amount of Data Requests in Customer’s purchased Subscription plan. The notice will inform Customer about the additional cost if Customer exceeds its purchased Data Requests. Customer is responsible for monitoring its used Data Requests against its purchased Subscription plan. The cost of incremental Data Requests is included on the Order Form Receipt or pricing page and varies by Subscription type.

Payment Terms
All payment obligations are non-cancellable and all amounts paid for the Services are paid in advance and non-refundable.  Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate, if less.  Company shall be entitled to withhold performance and discontinue Services until all amounts due are paid in full.  Company’s fees are exclusive of all taxes, value added tax, levies or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Company’s income.  Customer agrees to provide Company with complete and accurate billing information and contact information.  This information includes Customer’s legal name, street address, email address and name and telephone number of an authorized billing contact and credit card information.  Customer agrees to update this information within ten (10) days of any change to such information.  If the contact information Customer has provided is false or fraudulent, Company may terminate Customer’s access to the Services in addition to other legal remedies.

AUTOMATIC RENEWALS
COMPANY PROVIDES THE SERVICES THROUGH A CONTINUOUS SUBSCRIPTION ARRANGEMENT. THE TERM WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS OF EQUAL DURATION AS SELECTED IN THE ORDER FORM RECEIPT BY CUSTOMER. COMPANY WILL BE ENTITLED TO CHARGE CUSTOMER’S CREDIT CARD AS PART OF THE AUTOMATIC RENEWAL PLAN UNTIL CUSTOMER CANCELS THE SERVICES. COMPANY WILL CHARGE CUSTOMER’S CREDIT CARD IN ACCORDANCE WITH THESE TERMS OF SERVICE AND ANY APPLICABLE ORDER FORM RECEIPT.  IF CUSTOMER WISHES TO DISCONTINUE THE SERVICES, CUSTOMER NEEDS TO NOTIFY COMPANY BEFORE THE AUTOMATIC RENEWAL OF THE TERM.  CUSTOMER MUST NOTIFY COMPANY BY:

CONTACTING COMPANY AT LEAST FIFTEEN (15) DAYS BEFORE THE BEGINNING OF A TERM RENEWAL BY SENDING AN EMAIL AT TEAM@REGRID.COM INDICATING CUSTOMER’S DESIRE TO DISCONTINUE THE SERVICES. 

Ownership
As between Company and Customer, the Company Property and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Company and its suppliers and Company owns all rights, title, and interest in Company Product. Any content, materials, or data generated or developed on Company Property by Customer is exclusively owned by Company. All rights in and to the Company Property not expressly granted to Customer in this Agreement are reserved by Company and its suppliers.  Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Company Property or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Software or API.

Warranties and Disclaimers

By Customer
Customer represents and warrants to Company that (a) Customer has the authority to enter into this Agreement personally (if Customer is a natural person), or on behalf of the entity entering into this Agreement, and to bind that entity, (b) Customer will not violate any policies of the entity that Customer is entering into this Agreement on behalf of, (c) Customer will only use the Services with Company’s consent when entering on behalf of an entity and not for personal, commercial, or distribution purposes, (d) Customer will not violate any laws in connection with its use of the Services, and (e) that any Customer Content provided to Company for hosting by Company as part of the Services, shall not (i) infringe any copyright, trademark, or patent; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage Company’s system or data; or (v) otherwise violate the rights of a third party.  Company is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense.  Customer agrees that any use of the Services contrary to or in violation of the representations and warranties of Customer in this section constitutes unauthorized and improper use of the Services.

Third Party Services
Customer acknowledges and agrees that certain content or service provided by third parties may be made available to Customer through the Services. Customer will be responsible for any fees to use those third party services, if any.   Customer’s use of any third party service is governed by the terms of the applicable service provider, not this Agreement.  By accessing the third party service, Customer agrees to comply with the applicable terms and acknowledges that Customer, not Company, is a party to such terms.  Company is not responsible for the accuracy, suitability, or quality of the services, content, products, materials, or practices (including privacy practices) of such third parties.  Further, Customer understands that by using the Services, Customer may be exposed to third-party websites, content or applications that Customer finds offensive, indecent or otherwise objectionable.  Additionally, Customer acknowledges and agrees that the outputs and deliverables provided to Customer via the Services are wholly dependent upon the actions and inputs taken or provided by Customer on the Services.  Company makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of the third party websites, products, services or applications accessible from the Services.  Company assumes no responsibility for unintended, objectionable, inaccurate, misleading or unlawful content made available by other users, advertisers and other third parties or violation of any third party rights related to such content.  CUSTOMER AGREES THAT IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER IN CONNECTION WITH ANY SERVICES OF ANY THIRD PARTY.

Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE Software, api, DATA, Documentation, AND SERVICES ARE PROVIDED “AS IS,” AND COMPANY MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE Software, DATA, Documentation, OR SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY COMPANY.  COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE software AND SERVICES SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.  SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER, BUT SUCH DISCLAIMERS WILL BE EFFECTIVE TO THE MAXIMUM EXTENT OF THE LAW.

Limitation of Damages and Liability

Except with respect to a party’s gross negligence or willful misconduct, in no event shall either party be liable to the other for any consequential, special, incidental, punitive, exemplary, or indirect damages; or for lost profits, lost revenues, harm to goodwill, loss of sales, loss of data, loss of data use, loss of reputation, or the costs of procuring replacement services, regardless of whether such damage was foreseeable. This limitation will apply to all claims under all theories of law and equity, except where prohibited by law. Except with respect to a party’s indemnification obligations, a party’s gross negligence or willful misconduct, and Customer’s payment obligations under this Agreement, in no event shall the aggregate liability of Company arising out of or related to this Agreement or any Order, whether in contract, tort, or otherwise, exceed the total amounts actually paid under Customer’s Order for the Services giving rise to the liability during the one (1) month immediately preceding the event giving rise to such liability.

Confidentiality

Confidential Information
During the Term of this Agreement, Company may provide Customer with certain information regarding Company’s business, technology, products, or Services or other confidential or proprietary information (collectively, “Confidential Information”).  Company will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend, and identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information within thirty (30) days after such oral disclosure.  Regardless of whether so marked or identified, all information that would reasonably be considered confidential to Company, will be considered Confidential Information of Company. The Software, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Company.

Protection of Confidential Information
Customer agrees that it will not use or disclose to any third party any Confidential Information of Company, except as expressly permitted under this Agreement.  Customer will limit access to the Confidential Information to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information.  In addition, Customer will protect Company’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.  At Company’s request or upon termination of this Agreement, Customer will return to Company or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that Customer does not have a continuing right to use under this Agreement, and Customer shall provide to Company a written affidavit certifying compliance with this sentence. 

Exceptions
The confidentiality obligations set forth in this section will not apply to any information that (a) becomes generally available to the public through no fault of Customer; (b) is lawfully provided to Customer by a third party free of any confidentiality duties or obligations; (c) was already known to Customer at the time of disclosure; or (d) Customer can prove, by clear and convincing evidence, was independently developed by employees and contractors of Customer who had no access to the Confidential Information.  In addition, Customer may disclose Confidential Information to the extent that such disclosure is necessary for Customer to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that Customer promptly notifies Company in writing of such required disclosure and cooperates with Company if Company seeks an appropriate protective order.

System Use Information
Company may use and disclose, in its discretion, any aggregated and de-identified information regarding Customer’s use of the Services or included in Customer’s accounts, including Customer Content.  Any disclosure of such information will not identify Customer or any specific use by Customer. 

Return or Destruction
Except as otherwise set forth herein, Customer shall promptly return to Company (or destroy and certify to the destruction of) all Confidential Information, together with all copies and material relating thereto, and Data provided to Customer in connection with a Subscription or Trial Subscription, upon termination of this Agreement for any reason.

System Use Information
Company may use and disclose, in its discretion, any aggregated and de-identified information regarding Customer’s use of the Services or included in Customer’s accounts, including Customer Content.  Any disclosure of such information will not identify Customer or any specific use by Customer.

Privacy
All personal data that Company collects from Customer will be processed in accordance with Company’s Privacy Policy, which can be found at https://regrid.com/terms/privacy, and is incorporated into this Agreement by this reference.

Indemnification
Customer will indemnify, defend, and hold harmless at its expense any third-party suit brought against Company, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to Customer’s breach or alleged breach of any of Customer’s representations or warranties herein.  Customer’s obligations as set forth herein are expressly conditioned upon each of the foregoing: (a) Customer shall promptly notify Company in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) Company shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

Term AND Termination

Term of Agreement
The term of this Agreement commences on the Order Effective Date as defined in Section 1 and shall continue in accordance with the applicable Order Form Receipt unless otherwise terminated in accordance with the terms of this Agreement or the applicable Order Form Receipt (the “Term”).  Customer may terminate its Account upon providing fifteen (15) days’ written notice to Company prior to a monthly or yearly renewal date.  Company is not responsible or liable for any records or information that is made unavailable to Customer as a result of Customer’s termination of its Account.  CUSTOMER AGREES THAT COMPANY WILL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY TERMINATION OF CUSTOMER’S ACCESS TO THE COMPANY PROPERTY. 

Termination for Cause
Company may cancel, suspend or block your use of the Company Property without notice and immediately if there has been a breach of this Agreement by Customer.  Customer’s right to use the Company Property will end once Customer’s Account has been terminated, and any data that Customer may have stored on the Website or Services, including Customer Content, may be unavailable later, unless Company is required to retain it by law. 

Miscellaneous

Governing Law and Forum
This Agreement shall be construed in accordance with the laws of the State of Michigan excluding its conflict of law provisions. The parties agree that the exclusive jurisdiction for the institution and maintenance of any action for judicial relief shall be in either the State courts sitting in Wayne County, Michigan or the United States District Court for the Eastern District of Michigan.  Each party hereby waives any claim that such court does not have personal jurisdiction over it or is an inconvenient forum.

Waiver of Jury Trial
FOR THEIR MUTUAL BENEFIT, LICENSOR AND CUSTOMER WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT.

Export
Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) Customer shall not permit Customers to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

Notices
Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the first page of the Agreement by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service.  Notice will be effective upon receipt or refusal of delivery.  If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark.  If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.

General
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.   To the extent any mutually agreed upon Order Form Receipt conflicts with the terms of this Agreement, the terms of the Order Form Receipt shall supersede and control.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  Customer acknowledges that the Services, Software, and Documentation contain valuable trade secrets and proprietary information of Company, that any actual or threatened breach of the section titled Confidentiality or any other breach by Customer of its obligations with respect to Intellectual Property Rights of Company may constitute immediate, irreparable harm to Company for which monetary damages would be an inadequate remedy.  In such case, Company may be entitled to immediate injunctive relief without the requirement of posting bond, including an order that any Software, Documentation, or any portions thereof that Customer attempts to import into any country or territory be seized, impounded and destroyed by customs officials. Customer shall not assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of Company, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party.  The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.  Customer’s relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other.  Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Company.  This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Company.

Assignment
Neither this Agreement nor any Order may be assigned by Customer without Company’s written consent and any such attempted assignment will be void.

Survival
Subject to limitations and other provisions of this Agreement, Sections 5 through 14 will survive the expiration or termination of this Agreement

Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.

Definitions
Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

“Company Property” means the Services, Software, Documentation, Website, and all systems, networks, APIs, websites or other materials that are either owned or operated by Company, or provided to Customer in connection with this Agreement.

“Documentation” means the technical materials, if any, provided by Company to Customer in hard copy or electronic form describing the use and operation of the Software.

“Error” means a reproducible failure of the Software to substantially conform to the Documentation.

“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

“Order Form Receipt” means a document, either physical or electronic, agreed to by both parties identifying a Service to be made available by Company pursuant to this Agreement.

“Purchased Services” means Services that Customer purchases as documented in an Order Form Receipt or a registration web page on the Website that consist of either a monthly or annual subscription.

“Customer Content” means any content submitted to Company by Customer via the Service or Website that Company can use and collect in connection with Customer’s use of the Services.

“Services” means the online, Software-as a-Service and Data provided by Company via the web-enabled portal that is ordered by Customer as part of a premium, monthly, or annual subscription.

“Software” means the software programs and any associated user interfaces and related technology that Company makes available pursuant to this Agreement.

“Subscriptions” means the Services purchased via an Order Form Receipt and can be purchased by Customer either monthly or annually.

“Website” means the Company website located at https://regrid.com/.

“Update” means an update, upgrade, enhancement or any other improvement to the Services that, in its discretion, Company makes generally available to other Customers as part of the standard Services.