Acres Enterprise Terms of Use

PLEASE READ THESE ENTERPRISE TERMS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY ACREMAPS, LLC DBA Acres.co (“Acres”).  BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH ACRES WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS AS WELL AS THE ACRES SITE TERMS OF USE (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS.  IN ADDITION, ANY ONLINE ORDER FORM 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. Order Forms; Access to the Service. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement.  For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) Acres grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Acres product(s) and/or service(s) specified in such Order Form (collectively, the “Service,” or “Services”) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with Acres’ applicable official user documentation for such Service (the “Documentation”). Services do not include any estimations of value or property valuations. In no event shall any image or report generated showing property boundaries or parcel borders during use of the Services be considered a survey of such property.

2. Implementation. Upon payment of any applicable fees set forth in each Order Form, Acres agrees to use reasonable commercial efforts to provide standard implementation assistance for the Service only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”).  If Acres provides Implementation Assistance in excess of any agreed-upon hours estimate, or if Acres otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Acres at its then-current hourly rates for consultation.

3. Support; Service Levels. Subject to Customer’s payment of all applicable fees, Acres will provide support, maintenance, and uptime for each Service in accordance with (i) the support package selected by Customer on the applicable Order Form (if any) and (ii) Acres’ then-current standard Support and Availability Policy. 

4. Service Updates; Beta Products. From time to time, Acres may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Acres shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Acres may make improvements and modifications to the Services at any time in its sole discretion; provided that Acres shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes. In the event that Acres provides Customer with access to any beta, free trial, demonstration, pre-release, experimental features, layers or similar versions of the Services (as may be indicated on the Services or otherwise by Acres), then (i) Customer acknowledges that such Services are experimental in nature, are provided “AS IS”, and may not be functional on any machine or in any environment, and (ii) Acres’ obligations pursuant to Sections 3 (“Support; Service Levels”) and 14 (“Indemnification”) shall not apply to such services.

5. Ownership; Feedback. As between the parties, Acres retains all right, title, and interest in and to the Services, 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.  Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement.  No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.  Customer may (but is not obligated to) provide suggestions, comments or other feedback to Acres with respect to the Service (“Feedback”).  Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Acres notwithstanding anything else.  Acres acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind.  Customer shall, and hereby does, grant to Acres a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.  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.

6. Fees; Payment. Customer shall pay Acres fees for the Service as set forth in each Order Form (“Fees”).  By providing us with payment information such as a credit card or bank account information you are authorizing Acres to charge such method of payment immediately for all fees and other charges due to us in connection with your use of the Services, including with respect to any renewal terms. Unless otherwise specified in an Order Form or these Enterprise Terms of Use, all Fees shall be invoiced annually in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice.

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.  Customer shall be responsible for all taxes associated with Service (excluding taxes based on Acres’ net income). All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth on an Order Form, then (i) Acres shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at Acres then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in accordance with the section entitled “Term; Termination”, below, such renewal shall include the additional fees for such excess users and usage.  

Fees for Mailing Lists - Please note that any and all Mailing Lists (as defined in Section 18 below) downloaded by Customer’s Users in any calendar month will be invoiced separately to Customer on a monthly basis. All invoices issued for Mailing Lists are payable within fifteen (15) days from the date of invoice.

7. Users.  Note that the total number of Users specified in Customer's Order Form is static and will not vary across the term of the Agreement. The number of authorized Users will  expire on a monthly basis without an accrual of any underutilization to the following month. For example, if Customer's Order Form specifies 10 Users and in Month 1, Customer only has 9 Users authorized, Customer will not be allowed to add an extra user in Month 2 to make up the underutilization.

8. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not allow any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Acres product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Acres may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service). The information on the Site and accessible through the Service is provided for educational purposes only. You may not reverse engineer, misuse, or otherwise copy our data or services. The APIs may not be used to power other websites or products without our express, prior, written consent and without a paid subscription. Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service.  Customer (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights. 

9. Customer Data. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service, including but not limited to uploading photos, appraisals, valuations, sale brochures and similar materials.  Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein.  Customer, not Acres, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Acres as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Acres shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data.  Acres is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to Acres’ gross negligence or willful misconduct.  Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use.  Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent.  Notwithstanding anything to the contrary, Customer acknowledges and agrees that Acres may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Service to Customer, (B) generating Aggregated Anonymous Data (as defined below), and (C) generating Anonymized Property Data (as defined below), and (ii) freely use, retain and make available Aggregated Anonymous Data and Anonymized Property Data for Acres’ business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Acres’ products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Acres in connection with Customer’s use of the Service, but only in aggregate, anonymized form which can in no way be linked specifically to Customer. “Anonymized Property Data” means data relating to properties that is submitted to, collected by, or generated by Acres in connection with Customer’s use of the Service (including data regarding property values, custom notes and any other information specifically added by Customer regarding record property ownership and real estate sales and purchases for saved properties), in each case in anonymized form which can in no way be linked specifically to Customer, but which is otherwise non-aggregated.  In every case where Customer Data is comparable sales data, it will be considered Non-Aggregated, Anonymized Property Data when viewable by Users who are not part of Customer’s organization and considered as Non-Aggregated, Non-Anonymized Property Data when reviewed by authorized Users who are part of Customer’s organization. For clarification, the ownership, comparable sales data for any claimed land, saved land and notes input by Customer will not be visible by Users who are not in Customer’s organization, but will be fully visible for persons within Customer’s organization.

10. Claim My Land.  As part of the Service, Customer has an ability to identify a tract of land as being owned by Customer. By entering that information into the Site, Customer represents that all such information is true and accurate. Customer also agrees to update such information if changes occur at any time during your use of the Services. Acres does not verify claims of ownership made through this feature. 

11. Listings. Please note that only licensed brokers and agents may advertise using Acres’ listings feature. Properties may only be listed, purchased or sold according to the rules of the jurisdictions of their location. When posting a listing, Customer agrees to post any and all listings on the Acres Site only under the real estate firm affiliation that the landowner has engaged to market each such property under the terms of a listing agreement. Acres reserves the right to remove all or any part of the information or refuse the use of the listings service or Site to anyone at any time at our sole discretion. Customer agrees to obtain all necessary authorization and rights before submitting any property descriptions, pricing data, images, photographs, or other information (“Listings Content”) to Acres or the Site.  Listings Content related to an individual property will be referred to herein as a “Listing” and collectively as “Listings”. Customer represents and warrants that all properties and associated information provided in Listings Content to the Site will be accurate. By uploading or otherwise providing content to the Site, Customer grants to Acres a fully-paid, irrevocable, perpetual, worldwide license to use, publish in any manner or media, market, copy, distribute, transmit, email, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate your Listings Content, in connection with the Site or any other media; and to sublicense these rights to other customers, users and third-party syndicators, to the maximum extent permitted by applicable law. Customer acknowledges and agrees that Acres may include his/her/its Listings along with others on the Site when arranging for syndications of listings with third parties. This includes but is not limited to information you permit, allow, instruct, expose, or otherwise make available to Acres via direct input into the Site, API interface, XML download, or other means, including Listings Content and associated materials. Customer acknowledges that Acres will not pay you for your Listings Content, nor will we pay you to exercise our rights related to your Listings Content or Listings. Acres may remove or modify your Listings Content at any time. Further, Customer is solely responsible for all Listings Content made available to Acres. By uploading any logos, trademarks, copyrighted materials (or providing to Acres the same via direct input into the Site, API interface, XML download, HTTP, or otherwise, including but not limited to linked content and images), Customer authorizes Acres to use any trademark and logo and other information provided to Acres on the Site, in the Service and in related marketing materials. You agree that Acres may also attach and display additional layers, analyses, data, views, reports, and other information to the Listings Content you provide or your Listings (e.g., soil or water data via our layers feature). Customer represents and warrants to Acres that he/she/it is the creator, owner, or authorized licensee (and you warrant that you ensure that such licenses convey the rights you grant Acres pursuant to these Terms of Use) of the Listings Content and authorize Acres to access and use your Listings Content as necessary to exercise the licenses granted by you. 

Acres has no obligation to correct the content provided by any user or customer and is in no way responsible or liable for any listings content. Acres reserves the right to at any time, without prior notice, screen, remove, edit, or block any content on the Site, including but not limited to content, that Acres’ sole determination violates these Terms of Use or which we find objectionable.  Customer acknowledges that he/she/it may be exposed to the content of other users when using the Site and further acknowledges that such content may be inaccurate or objectionable. Customer hereby agrees to waive and does waive any legal or equitable right or remedy you may have against Acres concerning content you may see on the Site. Acres expressly disclaims any liability in connection with all content on the Site. If notified by a customer, user or content owner that content in the Service allegedly does not conform with these Terms of Use, we may investigate such allegations and determine in our sole discretion whether to remove such content, which we reserve the right to do at any time and without notice.

Customer agrees to update and maintain the accuracy of the Listings Content information you provide to Acres. When Acres allows users under certain services tiers to submit property descriptions, company information, financial data, maps, photographs, and other information to the Site to be publicly displayed, we have the sole authority to choose how any property will be displayed, marketed, advertised, searched, stored, sorted, accessed, downloaded, copied, and otherwise used on the Site or in the Service by Acres’ employees, affiliates, syndicators, partners, or other customers or users. Customer agrees to allow the property listings, or any part of them, to be displayed, searched, accessed, downloaded, copied, and otherwise referred to by other Site users. Further, Acres shall have the right to modify any information on the Site at any time.

12. Third Party Services. Customer acknowledges and agrees that the Service may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”), including without limitation through integrations or connectors to such Third Party Services that are provided by Acres.  Acres is not responsible for the operation of any Third Party Services nor the availability or operation of the Service 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 (including any Customer Data or other information relating thereto) 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.

13. Term; Termination. This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms.  For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (y) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable. 

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 or limit Customer’s access to or use of the Service if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with Acres’ ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) Acres shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Acres shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Acres shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice.  Customer may terminate a Services Order Form for any reason by providing thirty (30) days advance notice to Acres.  However, in the event of early termination of a Services Order Form where the subscription is made on a monthly basis, Customer shall owe Services Fees for the month of termination and shall continue to have access to the Services until the end of the month, but shall have no further obligations thereafter.  In the event of early termination of a Services Order Form where the Services Order Form provides for an annual subscription, no refund of Service Fees shall be made but Customer may continue to use the Services through the term of the Services Order Form.  In the event of early termination of a Services Order Form where the Order Form Initial Term is a period of multiple years, Customer will remain obligated to pay the annual amounts due for all years of the Order Form Initial Term despite early termination. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, any services provided by Acres to Customer, including the data export set out above, and any assistance in exporting the Customer Data, shall be billable at Acres’ standard hourly rates then in effect.

(a) Customer Indemnification. Customer shall 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, a “Acres Indemnitee”) from 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 by such third party to the extent that such Losses arise from any:

(i) Customer’s uploaded Listings, Contributed Data, or any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Customer, as applicable, that might infringe, violate, or misappropriate any third party intellectual property or proprietary right, including any rights of privacy, or violate any applicable law;

(ii) use and access of the Service, by Customer or any person using Customer’s account and password;

(iii) Customer’s breach of any of its representations, warranties, covenants or obligations under these Enterprise Terms of Use and/or Acres Site Terms of Use; or

(iv) 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 these Enterprise Terms of Use and/or Acres Site Terms of Use.

(b) Acres Indemnification. Acres shall 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 Losses that arise from or relate to any claim, suit, action or proceeding by such third party to the extent that such Losses arise from any allegation that the Service infringes, violates, or misappropriates any third party intellectual property or proprietary right.  However, the foregoing obligations of Acres do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Acres (including without limitation any Customer Data), (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 Service is not strictly in accordance herewith.

(c) Indemnification Procedure. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. Each Indemnitee’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (a) prompt written notice of any claim (provided that a failure to provide such notice shall 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).

14. General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS 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.

15. Disclaimer regarding Listings Data.  The accuracy of any real property listing information contained in any listings layer viewable during use of the Services is not guaranteed by Acres. Property information presented is obtained from third parties, may contain errors or omissions, and is not independently verified by Acres. Updates to listings information may not be provided to Acres by the originating real estate broker or agent and property availability is subject to change. Acres expressly disclaims any liability for such changes, errors or omissions. Boundary lines and photos of properties may be included for representation purposes and may not be accurate. Properties listed are subject to prior sale. Purchasers are encouraged to perform their own due diligence on any listed property and to contact the identified listing agent for further information.

16. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 8, IN NO EVENT SHALL 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 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.

17. Contributory Data. Customer agrees to (i)  contribute certain datasets  consisting  of  property specific information including, but not limited to, boundaries, GIS data, water information, landowner names, valuations, comparable property data, property sale prices, parcel numbers, property taxes and other identifying data for properties (“Contributed Data”) to Acres for use in providing the Services in combination with Acres’ property specific data such as maps, boundaries, listings, GIS data, water information, landowner names, valuations, property tax rates and amounts and other identifying data for properties  obtained from internal transactions of its affiliates and external sources (collectively, “Acres Data”), and (ii) permit Acres to provide the Contributed Data combined with Acres Data (collectively with the Contributed Data, the “Licensed Data”), and to provide the Licensed Data to other customers (“Authorized Users”), subject to the restrictions set forth in this Agreement. A Customer who is providing Contributed Data to Acres will be referred to herein as “Contributor”.  For the avoidance of doubt, Contributed Data is not Customer Data and will not be treated as such in this Agreement.

1. Contribution of Data. Subject to the terms and conditions of this Agreement, Contributor will provide Acres with access to the Contributed Data for the purpose of Acres creating the Licensed Data and providing the Services to Authorized Users subject to the terms and conditions hereof.
2. License to Use Contributed Data. Contributor hereby grants to Acres a perpetual, irrevocable, worldwide, non-exclusive, fully transferable, fully sublicensable, fully paid-up and royalty free license solely to: (i) disclose, deliver, disseminate, market, reproduce or publish any portion of the Contributed Data in any manner including, but not limited to, via any data or API marketplace or similar software or platform in which data and API providers and consumers connect; (ii) sublicense, resell, relicense or redistribute the Contributed Data in whole or in part; (iii) commingle, process, modify or combine any portion of the Contributed Data with the Acres Data to create Licensed Data and to provide the Services; and (iv) use the Contributed Data to create, develop, enhance, or structure any database, or to create models, analytics, derivative products or other derivative works for resale or external distribution as part of the Services.
3. Contributed Data.  Contributor is solely responsible for obtaining all necessary consents and otherwise complying with all Applicable Laws and other restrictions: (i) to transmit any Contributed Data to Acres; (ii) to permit Acres to store such Contributed Data as part of the Services; (iii) to permit Acres to provide Authorized Users access to such Contributed Data as part of the Services; and (iv) to permit Acres to perform its obligations pursuant to this Agreement.
4. Delivery of Contributed Data.  Contributor will send Contributed Data to Acres at least once per week.  In the event Contributor is also an Authorized User, failure to fulfill the obligations of this Paragraph 18 may result in a temporary suspension of Contributor’s status as an Authorized User of the Services and Licensed Data until such time as the weekly upload has been completed.

18. Mailing Lists.  Customer acknowledges that each of Customer’s Users will have authorization to purchase mailing lists for download (“Mailing List”). No individual Mailing List may exceed more than 100,000 records. There will be a listed price associated with each available record, and each User must acknowledge and agree to pay the listed price(s) prior to downloading a Mailing List. Users will receive Mailing List downloads instantly upon authorization.  Customer will be permitted to download a maximum of 500,000 records per calendar year. Customers desiring to download more than the maximum limit in a single calendar year will need to contact the customer support team to request authorization.

Customer acknowledges and agrees that all Users associated with Customer’s account are fully authorized to purchase and download Mailing Lists, and Customer agrees to pay all invoices associated with its Users’ Mailing List downloads pursuant to Section 6 above.  Any Mailing Lists downloaded by Customer’s Users will be invoiced separately to Customer on a monthly basis.

Customer agrees: (i) to delete each Mailing List from all of their devices after 12 months from the initial downloading of such Mailing Lists; (ii) to only use the Mailing Lists for Customer's own internal marketing purposes; and (iii) to not resell, relicense or redistribute any Mailing List in whole or in part.  

Customer further acknowledges and understands that the laws of the states of Kansas, Idaho, Montana, and South Carolina (collectively, “Non-Solicitation States”) prohibit the use of certain public records for solicitation purposes. Notwithstanding anything to the contrary, Customer acknowledges that Customer is unable to generate and shall not, under any circumstances, use any Mailing Lists with information about individuals and/or entities in Non-Solicitation States (or any other jurisdictions where prohibited by law) for marketing purposes.  Further, Customer is solely responsible for monitoring and complying with any changes to laws or additions to the Non-Solicitation States that may occur from time to time.

19. Miscellaneous. This Agreement represents the entire agreement between Customer and Acres with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Acres with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, excluding its conflicts of law rules, and the parties’ consent to exclusive jurisdiction and venue in the state and federal courts located in Fayetteville, Arkansas. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.  Notices must be sent to the contacts for each party set forth on the Order Form.  Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Acres may utilize subcontractors in the performance of its obligations hereunder.  No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.   The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.