Acres Data Terms Agreement

PLEASE READ THESE DATA TERMS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY ACREMAPS, LLC DBA ACRES (“ACRES”). BY MUTUALLY EXECUTING ONE OR MORE AGREEMENTS WITH ACRES WHICH REFERENCE THESE TERMS (EACH, AN “AGREEMENT”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS AS WELL AS THE ACRES SITE TERMS OF USE (TOGETHER WITH ALL AGREEMENTS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE AGREEMENT WHICH YOU SUBMIT VIA ACRES’ STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY ACRES SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Definitions.

1.1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

1.2. "Acres Data" means the proprietary property-specific datasets and reports licensed by Acres to Customer, as described in one or more executed Statements of Work. Acres Data includes all derivative works, updates, enhancements, and related documentation provided by Acres.

1.3. "Personal Information" (or "PI") means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, as defined by applicable law.

1.4. "Permitted Purpose" means the limited use of the Acres Data explicitly defined in the relevant Statement of Work.

1.5. "Statement of Work"  ("SOW") means a written document, including an order form, executed by both Parties that incorporates the terms of this Agreement and specifies the particular Acres Data licensed, the Permitted Purpose, the license term, and the applicable Fees (as defined below).  

2. Scope.  Acres will perform the Services and provide Deliverables (as defined below) in accordance with the terms of this Agreement and the requirements and deadlines set forth in the applicable SOW. Customer agrees to provide Acres with such cooperation and information as reasonably requested by Acres in order to perform the Services and provide the Deliverables. Each SOW is deemed to be a stand-alone agreement that incorporates by reference the terms of this Agreement.

3. Acres Data. 

a. Acres Data Description. Acres will provide the Acres Data to Customer as set forth and in accordance with each SOW to this Agreement. The SOW will also set forth pricing, quantity, license restrictions, terms of use, a description of the Acres Data and any technology required to receive, access, or use such information, specifications and technical requirements (“Documentation”), the duration of the term to receive or access the Acres Data, and service level agreement (“SLA”) set forth in any SOW, if applicable. 

b. License Grant.

i) Grant. Subject to the terms and conditions of this Agreement and any applicable SOW, Acres hereby grants to Customer a non-exclusive, non-transferable, revocable and limited license to use the Acres Data solely for the Permitted Purpose during the Term. There are no implied licenses under this Agreement, and any rights not expressly granted to Customer are reserved by Acres for its own use and benefit.

ii) License Scope. The license granted herein is strictly limited to: (a) Internal use by Customer and its affiliates for the Permitted Purpose; and (b) the specific geographies, delivery mechanisms, and number of users or devices defined in the applicable SOW. The Parties hereby agree that Acres Data may not be exported, transmitted or otherwise used outside the United States.

iii) No Sublicensing. Customer will not sublicense, lease, sell, or otherwise transfer the Acres Data, in whole or in part, to any third party, except as explicitly set forth in the Permitted Purpose.

4. Professional Services.

a. General. Acres may provide professional services, such as implementation, development, design, testing, deconversion, project management, and consulting (the “Professional Services”). Acres will provide Professional Services to Customer as agreed to in a mutually executed SOW. Each SOW will specify the applicable scope, milestones, fees, Deliverables (defined below), acceptance criteria (if any) and Term. Any change to a SOW must be made through a signed project change request.   

b. Ownership of Deliverables. “Deliverables” means all materials created for Customer by Acres as part of the Professional Services. Unless otherwise set forth in a SOW, Acres grants to Customer a nonexclusive, worldwide, royalty-free, irrevocable, perpetual license to use, execute, display, perform, distribute copies of, and prepare derivative works of the Deliverables. 

c. Ownership of Acres Data. Acres retains sole exclusive ownership of the Acres Data provided to Customer regardless of whether the Acres Data is included in a Deliverable. Customer hereby assigns to Acres all right, title and interest to all modifications or derivative works made from the Acres Information or Acres Data. Customer has a limited license to use the Acres Data for the Permitted Purpose outlined in this Agreement and any exhibits, schedules or attachments. The license to use Acres Data (except as is contained in any Deliverable) will terminate upon termination of this Agreement.

d. Ownership of Customer Information. Customer retains sole exclusive ownership of any  information provided to Acres regardless of whether the Customer Information is included in a Deliverable (“Customer Information”). Acres assigns to Customer all right, title and interest to all modifications or derivative works made from the Customer Information. Acres has a limited license to use the Customer Information for the sole purpose of providing the Professional Services and creating the Deliverables for Customer. The license to Customer Information will terminate upon notice by Customer to Acres or upon termination of this Agreement.

5. Restrictions On Use. 

a. General Restrictions. Customer will not, and will not permit any third party to: (a) Use the Acres Data for any purpose other than the Permitted Purpose; (b) Reverse engineer, decompile, or attempt to derive the source code, structure, or organization of the Acres Data; (c) Disclose, disseminate, reproduce, or publish any portion of the Acres Data to any third party in any manner (including via the internet) or permit the same; (d) Use the Acres Data for competitive analysis or to create a product competitive with Acres Data offerings; (e) Use the Acres Data to spam, harass, defraud, or violate any applicable local, state, national and foreign laws, treaties and regulations, including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws such as the CCPA/CPRA and other state privacy acts (collectively, "Applicable Law"); or (f) Use the Acres Data solely to establish the creditworthiness or eligibility of any consumer for credit, employment, or insurance.

b. Personal Information Restrictions. If the Acres Data contains Personal Information (“PI”), Customer will: (a) comply with Applicable Law; (b) not use the PI to re-identify any individual whose information has been de-identified by Customer; and (c) promptly honor all consumer requests to opt-out of the sale or sharing of PI, including requests received from Acres or directly from consumers.

6. Suspension of Access. Acres may suspend the provision of Acres Data and Services to Customer if it reasonably and in good faith believes Customer has violated Section 5 above. Acres will use commercially reasonable efforts to notify Customer prior to any such suspension, unless Acres reasonably believes that it is prohibited from doing so under Applicable Law or under legal process (such as court or government administrative agency processes, orders, mandates, and the like).

7. Customer Obligations. Customer will provide Acres with instructions for the preferred format for receiving the Acres Data and Deliverables as specified in any SOW, the preferred delivery format and mechanism and will provide Acres with all access necessary to fulfill its obligations hereunder.  Customer agrees that it is responsible for all of its users’ activity in connection with the Acres Data and Deliverables. Further, Customer agrees that it: (a) will use the Acres Data and Deliverables in compliance with all Applicable Law; (b) will not use the Acres Data or Deliverables in a manner that violates any third party intellectual property, contractual or other proprietary rights.

8. Ownership. As between the Parties, Acres retains all right, title, and interest in and to the Services, Acres Data and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Acres for the purposes of this Agreement, including any copies and derivative works of the foregoing. No licenses or other rights are granted except as expressly and unambiguously set forth in this Agreement.  

9. Fees; Payment.

a. Fees. Customer will pay to Acres the fees specified in each SOW (the "Fees"). All Fees are non-refundable.

b. Payment Terms. Unless otherwise specified in an SOW, all invoices are due and payable net thirty (30) days from the invoice date. Except as provided otherwise, in this Agreement or any SOW, past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law.

c. Taxes. Customer will be responsible for all sales, use, excise, property, and other taxes (excluding taxes based on Acres’s net income) arising from this Agreement.

10. Artificial Intelligence. Portions of the Services utilize artificial intelligence (“AI”) to analyze data, draw boundaries and generate detailed maps. Artificial intelligence-driven features may not be error-free and may contain outdated information. You should not rely solely on any answers or AI generated outputs to make business or legal decisions without consulting a human with relevant expertise. Artificial intelligence insights are provided as-is without any warranties or guarantees of any kind, including accuracy, and you should conduct your own assessments before making critical business decisions based on AI insights. Artificial intelligence integrations may collect certain data about you or your use of the Site. You should not submit any sensitive information to our AI-driven features as an input. By using our AI-driven features, you agree to the Privacy Policy and Terms of Use for Claude, Google, and Google’s Vertex AI feature. Acres will not be held liable for any AI provider’s use and/or sharing of any information that you share with the AI provider or other large language model. Visit our Privacy Policy for more information about how Acres collects, manages, shares, and deletes your data.

11. Confidential Information. “Confidential Information” refers to the following items one Party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any document Discloser marks “Confidential”; (b) any information Discloser orally designates as “Confidential” at the time of disclosure, provided Discloser confirms such designation in writing within five (5) business days; and (c) any other nonpublic, sensitive information Recipient should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser. Recipient is on notice that the Confidential Information may include Discloser’s valuable trade secrets.

a. Nondisclosure. Recipient will not use Confidential Information for any purpose other than to facilitate the Permitted Purpose. Recipient: (a) will not disclose Confidential Information to any employee, affiliate or contractor of Recipient unless such person needs access in order to facilitate the Permitted Purpose and executes a nondisclosure agreement with Recipient with terms no less restrictive than those of this Section 11; and (b) will not disclose Confidential Information to any other third party without Discloser’s prior written consent. Without limiting the generality of the foregoing, Recipient will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient will promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient will give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense.

b. Injunction. Recipient agrees that breach of this Section 11 would cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

c. Termination & Return. With respect to each item of Confidential Information, the obligations of Section 11.a above (Nondisclosure) will terminate two (2) years after the date of disclosure; provided that such obligations related to Confidential Information constituting Discloser’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, Recipient will return all copies of Confidential Information to Discloser or certify, in writing, the destruction thereof.

12. Security. Acres will use commercially reasonable industry standard security technologies in providing the Acres Data and Services. Acres has implemented and will maintain appropriate technical and organizational measures, including information security policies and safeguards, designed to preserve the security, integrity, and confidentiality of Customer Information and to protect against unauthorized or unlawful disclosure, corruption of, or access to such data.

13. Breach Notification and Investigation. Customer will notify Acres as soon as possible following the discovery of any incident Customer that involves or reasonably may involve the accidental or unlawful collection, destruction, unauthorized access to, use, alteration, disclosure, processing, or loss of any Acres Confidential Information or Acres Data or any other suspected breach or compromise of the security, confidentiality or integrity of Acres Data (“Breach Notification”). Customer will provide any and all information relating to such security incident and reasonable assistance Acres requires to enable it to discharge its obligations under any applicable laws and/or data protection addendum including all information required to provide notice of the Breach Notification to any supervisory authority. 

14. Third Party Services. Customer acknowledges and agrees that the Services may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Acres is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof.  Acres does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.

15. Term; Termination.

a. Term. The term of a SOW is the period of time that begins on the SOW Effective Date and, unless terminated sooner as provided herein, will continue until the SOW End Date, both dates as specified on the SOW.  The initial SOW term and all SOW renewal terms are collectively referred to as the “Term.” The Term of this Agreement will continue as long as a SOW referencing or incorporated into this Agreement remains valid and in effect. Any termination of a SOW will not result in the termination of any other SOW(s) or this Agreement. However, any termination of this Agreement will result in termination of all then-pending SOW(s).

b. Termination. In the event of a material breach of this Agreement by either Party, the non-breaching Party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching Party does not materially cure such breach within thirty (30) days of receipt of such notice.  Without limiting the foregoing, Acres may suspend delivery of the Deliverables or Services if Customer’s account is more than sixty (60) days past due.

c. Effects of Termination. Customer may terminate a SOW  for any reason by providing thirty (30) days advance written notice to Acres. However, in the event of early termination of a SOW where the SOW  provides for an annual subscription, no refund of Fees will be made, but Customer may continue to request to receive the Deliverables throughout the remaining Term. In the event of early termination of a SOW specifying a multi-year Term, Customer will remain obligated to pay the annual amounts due for all years of the Term, despite early termination.

d. Survival. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Section 5(Restrictions), Section 11 (Confidential Information), Section 16 (Indemnification), Section 17 (Representations and Warranties), Sections 18 and 19 (Warranty Disclaimers), Section 20 (Limitation of Liability), and Section 22.b. (Feedback); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

e. Post-Termination Obligations. If Customer requires support from Acres following termination, such assistance will be billable at Acres’ standard hourly rates then in effect. 

16. Indemnification.

a. Acres Indemnification. Acres will indemnify, defend, and hold harmless Customer its officers, directors, employees, agents, successors, and permitted assigns (each a “Customer Indemnitee”) from and against any and all all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”) that arise from or relate to any claim, suit, action or proceeding (“Claim”) by such third party to the extent that such Losses arise from any allegation that the  Acres Data or the Services infringe, violate, or misappropriate any third party intellectual property or proprietary right. However, the foregoing obligations of Acres do not apply with respect to the Acres Data or Services or any information, technology, materials, or data (or any portions or components of the foregoing) to the extent it is: (i) not created or provided by Acres, (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Acres, (iv) combined with other products, processes, or materials not provided by Acres (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Acres Data and/or Services are not strictly in accordance with this Agreement.

b. Customer Indemnification. Customer will indemnify, defend, and hold harmless Acres, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives, successors, and assigns (each, an “Acres Indemnitee”) from any and all Losses, that arise from or relate to any Claim by a third party to the extent that such Losses arise from any: (i) use and access of the Acres Data and Services, by Customer or any person using Customer’s user accounts and passwords; (ii) Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement and/or Acres Site Terms of Use; or (iii) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any user authorized to use Customer’s account, or any third party on behalf of Customer, in connection with this Agreement.

c. Indemnification Procedure. The Party seeking indemnification whether the Acres Indemnitee or the Customer Indemnitee (for purposes of this section only,the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. Each Indemnitor’s indemnification obligations hereunder will be conditioned upon the Indemnitee providing the Indemnitor with: (a) prompt written notice of any claim (provided that a failure to provide such notice will only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure) and (b) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).

17. Representations & Warranties.

a. From Acres re: Services & Function. Acres represents and warrants: (a) that all Services will be performed in a professional and workmanlike manner; and (b) that the Deliverables will conform to their specifications set forth in the applicable SOW at delivery. In the event of a breach of either warranty in this Section 17.a, Acres, at its own expense, will promptly re-perform the Services or repair and redeliver the Deliverable in question. The preceding sentence, in conjunction with Customer’s right to terminate this Agreement for breach where applicable, states Customer’s sole remedy and Acres’s entire liability for breach of the warranty in this Section 17.a.

b. From Acres re: IP. Acres represents and warrants that no Deliverable will infringe a patent, copyright, trade secret, or other intellectual property right of any third party, and that it has and will maintain the full power and authority to grant the intellectual property rights set forth in this Agreement without the further consent of any third party, including without limitation Acres’s employees and contractors. In case the use of any portion of a Deliverable is enjoined, Acres will at its own expense: (a) procure for Customer the right to continue use of the Deliverable; (b) replace the Deliverable with a non-infringing version of comparable functionality; or (c) issue a pro-rated refund of Fees for the portion of the Deliverables that are not able to be delivered or used, in which case Customer will cease all use of such Deliverables. The preceding sentence, in conjunction with Customer’s right to terminate this Agreement for breach where applicable, states Customer’s sole remedy and Acres’s entire liability for breach of the warranty in this Section 17.

c. From Each Party. Each Party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement, including all SOWs, and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.

18. General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE ACRES DATA, DELIVERABLES AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

19. Specific Disclaimers Regarding Acres Data. The accuracy of any real property information contained in the Services including, but not limited to information contained in any data layer, graphical representations,legal description, or generated by the Services is not guaranteed by Acres. Property information presented is obtained from customers and third parties, may contain errors or omissions, and is not independently verified by Acres. Maps, legal descriptions, and other outputs or content generated by the Acres Data or Deliverables are not intended to be used as legal, real estate, or financial advice and maps are not intended to replace a legal survey. With respect to any data that Customer obtains from optional third-party services and subsequently stores or manages combined with the Acres Data, and more broadly for all data processed by Customer, Customer is solely responsible for complying with all Applicable Law including without limitation all laws concerning privacy, solicitation, advertising practices, and data security. This comprehensive responsibility includes, but is not limited to, obtaining all required consents of any person with whom Customer communicates using data derived from the Services and honoring all opt-outs and consent revocations received from any person. Acres makes no representation or warranty as to the accuracy, availability, or quality of data obtained from third-party sources, nor does Acres warrant that it has obtained the consent of individuals whose data may be included in the Services for the disclosure or use of their personally identifiable information or for such individuals to be contacted. Customer should consult their own legal counsel to ensure compliance with privacy laws applicable to your use of any personal information received or processed in connection with the Services.

20. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 5, IN NO EVENT WILL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) THIRD-PARTY SOFTWARE USED WITH THE ACRES DATA AND SERVICES, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO ACRES HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

21. Use of Customer Name, Logo, and Trade Names: Customer authorizes Acres to use Customer's name, logo, and/or trade names for its marketing efforts, including but not limited to Acres’ public website, social media pages, press releases, and product brochures. Such use will comply with any written guidelines that Customer may provide to Acres regarding branding and representation.

22. Miscellaneous.

a. Independent Contractors. The Parties are independent contractors. Neither Party is the agent of the other, and neither may make commitments on the other’s behalf. The Parties agree that no Acres employee or contractor is or will be considered an employee of Customer.

b. Feedback. Nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict Acres’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback (as defined below), in any manner without compensating or crediting Customer or the individual providing such Feedback, except to the limited extent that Section 11 (Confidential Information) governs. Notwithstanding the provisions of Section 11, Customer may not designate Feedback as its Confidential Information to the extent that such Feedback relates to Acres or its products or services. “Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Acres’s products or services. Further, nothing in this Agreement will impair Acres’ right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.

c. Notices. Notices pursuant to this Agreement will be sent to the addresses set forth above, or to such other addresses as either Party may provide in writing. Notices will be deemed received at such addresses upon the earlier of (i) actual receipt or (ii) delivery in person, by e-mail with written confirmation of receipt, or by certified mail return receipt requested.

d. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing Party’s reasonable control.

e. Nondiscrimination. Acres agrees that it will not engage in unlawful discrimination (as defined by applicable law against applicants or employees (which, by way of example and subject to applicable law, may include discrimination on the basis of race, color, national origin, sex, age, religion, marital status, sexual orientation, gender, gender identity and gender expression, veteran status, disability, pregnancy or maternity).

f. Anti-Corruption. Acres represents and warrants that it has complied and will comply with all applicable laws, rules, and regulations relating to anti-bribery and corruption and that it will use only legitimate and ethical business practices; and will refrain from offering, promising, paying, giving, authorizing the paying or giving of, soliciting, or accepting money or anything of value (including facilitation of payments), discounts, rebates, gifts, use of materials, facilities or equipment, entertainment, hospitality, drinks, meals, transportation, lodging, or promise of future employment, directly or indirectly, to or from (a) any government official to (i) influence any act or decision of a government official in their official capacity, (ii) induce a government official to use their influence with a government or instrumentality thereof, or (iii) otherwise secure any improper advantage; or (b) any person in any manner that would constitute bribery or an illegal kickback, or would otherwise violate applicable anti-corruption law.   

g. Insurance.  Acres, at its sole cost and expense, will maintain adequate insurance in such amounts and with such types of coverage as is usual and customary with coverage limits that are appropriate for the Acres Services supplied under this Agreement. At a minimum, Acres will maintain: (i) commercial general liability insurance; (ii) errors and omissions insurance (which will include cyber-liability insurance); and (iii) insurance for claims under workers compensation laws or other similar laws or regulations. Upon Customer’s prior written request, Acres will provide Customer with a certificate of insurance evidencing such insurance coverages.

h. Compliance with Laws. Acres will comply with all Applicable Laws and all Customer policies that are made available to and accepted by  Acres.

i. Assignment; Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder to an unaffiliated third-party without Acres’ express written consent. Except to the extent forbidden in this Section 26, this Agreement will be binding upon and inure to the benefit of the Parties’ respective successors and assigns.

j. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

k. No Waiver. Neither Party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

l. Choice of Law & Jurisdiction: This Agreement and all claims arising out of or related to this Agreement will be governed solely by the internal laws of the State of Arkansas, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The Parties consent to the personal and exclusive jurisdiction of the federal and state courts of Washington County, Arkansas. This Section 22 governs all claims arising out of or related to this Agreement, including without limitation tort claims.

m. Conflicts. In the event of any conflict among the attachments to this Agreement and this main body, the following order of precedence will govern, with lower numbers governing over higher ones: (i) any SOW, with more recent documents taking precedence over older ones; and (ii) the main body of this Agreement.

n. Construction. The Parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either Party by reason of authorship.

o. Amendment. This Agreement may not be amended except through a written agreement by authorized representatives of each Party.

p. Entire Agreement. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither Party has relied upon any such prior or contemporaneous communications.

q. Execution in Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.