THIS DATA LICENSING AGREEMENT (this "Agreement") is entered into as of Subscription Initiation Date (the "Effective Date"), by and between ("Client"), and Realty Mitigation Services, LLC, a Florida limited liability company doing business as InheritedData, with offices located in Orlando, Florida ("Provider").
WHEREAS, Provider possesses and licenses real-time inherited property information derived from the death records of individuals, as further described herein; and
WHEREAS, Client is engaged in the business of Real Estate Investing, Real Estate Sales, Inheritance Services, and/or Legal Services and desires to obtain a license to use the Provided Product in connection with such business;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
As used in this Agreement, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party.
"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, including, without limitation, the terms of this Agreement, pricing, the Provided Product, and any proprietary data or business information, whether disclosed orally, in writing, or by any other means. Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by applicable law or court order, provided the Receiving Party provides prompt written notice to the Disclosing Party.
"Permitted Use" means the use of the Provided Product solely in connection with real estate-based services, inheritance services, or legal services offered by Client, as more fully described in Section 2. The Permitted Use expressly excludes: (i) reselling the Provided Product on a standalone basis or through bulk data transfer; (ii) sharing or sublicensing the Provided Product to any third party; (iii) providing death audit services to third parties using the Provided Product; and (iv) any use that violates applicable law.
"Person" means any individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
"Provided Product" means the electronic data fields extracted from real-time death records made available by Provider to Client under this Agreement. The Provided Product includes, to the extent available:
(a) Deceased Information: First Name, Middle Initial, Last Name, Date of Death, City, and State of last known residence;
(b) Relative Information: First Name, Last Name, Phone Numbers, Email Addresses, and Mailing Address; and
(c) Property Information: Parcel Number, Owner, Co-Owner, Subject Address, Loan Amount, Lender Information, Purchase Amount, Purchase Date, Assessed Value, Assessed Date, Market Value, Square Feet, and Lot Size.
Subject to the terms and conditions of this Agreement, including the Permitted Use restrictions set forth herein, Provider hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable, county-specific license to access and use the Provided Product solely for the Permitted Use during the term of this Agreement.
Specific Data Records sold to Client are exclusive within the applicable county and will not be resold to competing licensees in the same county and industry category during the term of this Agreement. Provider reserves all rights not expressly granted herein.
Provider shall retain all right, title, and interest in and to the Provided Product, including all intellectual property rights therein. Nothing in this Agreement shall be construed to transfer ownership of the Provided Product or any portion thereof to Client.
Provider shall have the right to audit Client's use of the Provided Product to verify compliance with the terms of this Agreement, in accordance with Section 10 below.
Client agrees that it will not, directly or indirectly, whether through any Affiliate, agent, contractor, or other third party:
(a) use the Provided Product other than for the Permitted Use;
(b) resell, sublicense, assign, transfer, share, or otherwise provide access to the Provided Product or any portion thereof to any Person;
(c) use the Provided Product to provide death audit services to any third party;
(d) use the Provided Product in violation of any applicable federal, state, or local law, rule, regulation, regulatory directive, or binding administrative or court decision, including without limitation the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Driver's Privacy Protection Act (DPPA), and any applicable state privacy laws;
(e) combine the Provided Product with any other data set for the purpose of creating a competing data product;
(f) reverse engineer, decompile, disassemble, or attempt to derive the source or methodology of the Provided Product; or
(g) use the Provided Product to establish, or as a factor in determining, any individual's eligibility for credit, insurance, employment, or housing.
Client represents and warrants that it shall implement and maintain reasonable internal policies and procedures to ensure that all employees, agents, and contractors who have access to the Provided Product comply with the terms of this Agreement. The use restrictions set forth in this Section 3 shall survive termination or expiration of this Agreement.
Promptly following receipt of the first monthly payment due under Section 6, Provider shall provide Client with login credentials required to access the InheritedDataPRO platform (inheriteddatapro.app). On a weekly basis, the Provided Product will be made available to Client through the platform in the mutually agreed-upon data format.
Provider reserves the right to update, modify, or supplement the Provided Product from time to time. Provider will use commercially reasonable efforts to notify Client of any material changes to the data fields or delivery format at least fifteen (15) days prior to such changes taking effect. Provider does not guarantee continuous, uninterrupted access to the platform, and shall not be liable for any downtime resulting from maintenance, updates, or circumstances beyond Provider's reasonable control.
Client acknowledges that the Provided Product may contain personal information subject to applicable data protection and privacy laws. Client agrees to:
(a) comply with all applicable federal and state privacy laws in connection with its use of the Provided Product, including, without limitation, the Florida Information Protection Act (FIPA) and other applicable state privacy statutes;
(b) implement and maintain commercially reasonable technical and organizational security measures designed to protect the Provided Product from unauthorized access, use, disclosure, or destruction;
(c) promptly notify Provider in writing (within seventy-two (72) hours) of any actual or suspected unauthorized access to or use of the Provided Product, or any security breach affecting the Provided Product;
(d) use the Provided Product only for lawful purposes and in a manner consistent with all applicable do-not-call, anti-spam, and consumer protection regulations; and
(e) not use the Provided Product to contact any individual who has opted out of such communications or who appears on any applicable do-not-contact registry.
(a) Fees. Client shall pay the monthly subscription fee set forth in the applicable Invoice issued by Provider. All fees are exclusive of applicable federal, state, local, or other taxes, and Client shall be solely responsible for any such taxes assessed on the transactions contemplated herein. Neither Party shall be responsible for taxes assessed on the other Party's income.
(b) Payment. Payment shall be made via the online payment portal provided by Provider. Pricing agreed upon in the applicable Quote shall remain in effect for the initial twelve (12) month term of this Agreement. Thereafter, Provider reserves the right to adjust pricing upon not less than thirty (30) days' prior written notice to Client.
(c) Late Payments. Any amounts not received by Provider within ten (10) days of the due date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Provider reserves the right to suspend access to the Provided Product upon failure to timely pay any undisputed amounts.
(d) Subscription Term and Auto-Renewal. The monthly subscription shall commence on the Effective Date and shall automatically renew on a monthly basis unless and until terminated in accordance with this Section 6.
(e) Cancellation and Termination. Either Party may terminate this Agreement at any time by providing written notice (including via email to [email protected]). Client agrees to provide at least thirty (30) days' prior written notice before cancellation. Client shall not be responsible for any fees accruing after the effective date of cancellation. Provider does not offer refunds on payments already made. Client is encouraged to contact their Account Representative prior to cancellation.
(f) Account Pause. Client may pause their account one (1) time during any twelve (12) month period. A pause shall skip one (1) month of billing; provided, however, that the subscription will automatically resume on the same day of the immediately following month.
(g) Effect of Termination. Upon termination of this Agreement for any reason: (i) all licenses granted hereunder shall immediately terminate; (ii) Client shall forfeit its InheritedData license for the applicable county or counties; (iii) Client's access to InheritedDataPRO shall cease unless Client separately subscribes to InheritedDataPRO; and (iv) Client shall promptly destroy or return all copies of the Provided Product in its possession or control. Client may apply for a new license upon termination, subject to availability in the applicable counties.
(h) Survival. The following provisions shall survive the expiration or termination of this Agreement: Sections 1 (Definitions), 3 (Use Limitations), 7 (Confidentiality), 8 (Indemnification), 9 (Warranties and Disclaimers), 10 (Audit Rights), 11 (Limitation of Liability), 12 (Governing Law and Dispute Resolution), and 13 (General Provisions).
Each Party agrees to hold the other Party's Confidential Information in strict confidence and not to disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party. Each Party agrees to use the Confidential Information of the other Party solely for the purposes contemplated by this Agreement and to protect such Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.
The fact that this Agreement exists, its terms, and the nature of the Provided Product shall each constitute Confidential Information and shall not be disclosed by Client to its customers or any third parties. Notwithstanding the foregoing, a Party may disclose Confidential Information to its employees, agents, and professional advisors on a need-to-know basis, provided that such persons are bound by obligations of confidentiality at least as protective as those set forth herein.
(a) By Client. Client shall indemnify, defend, and hold harmless Provider, its Affiliates, and their respective directors, officers, employees, agents, successors, and assigns (collectively, the "Provider Indemnitees") from and against any and all claims, actions, losses, damages, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Client's use or misuse of the Provided Product; (ii) Client's breach of any representation, warranty, covenant, or obligation under this Agreement; (iii) Client's violation of any applicable law, rule, or regulation; or (iv) any claim by a third party arising from Client's use of the Provided Product.
(b) By Provider. Provider shall indemnify, defend, and hold harmless Client, its Affiliates, and their respective directors, officers, and employees from and against any and all claims, damages, and costs arising from Provider's gross negligence or willful misconduct in connection with the delivery of the Provided Product.
(c) Indemnification Procedure. The indemnified Party shall: (i) promptly notify the indemnifying Party in writing of any claim for which indemnification is sought; (ii) grant the indemnifying Party sole control over the defense and settlement of such claim; and (iii) provide reasonable cooperation and assistance in connection with the defense of such claim at the indemnifying Party's expense.
a) Provider's Limited Warranty. Provider represents and warrants that: (i) it has the legal authority to enter into this Agreement; (ii) it has the right to license the Provided Product as contemplated herein; and (iii) to Provider's knowledge, the Provided Product does not infringe the intellectual property rights of any third party.
(b) Client's Representations and Warranties. Client represents and warrants that: (i) it has the legal authority to enter into this Agreement; (ii) it will use the Provided Product solely in compliance with all applicable laws; and (iii) it will not use the Provided Product in any manner that violates the rights of any third party.
(c) DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROVIDED PRODUCT AND ALL OTHER MATERIALS DELIVERED HEREUNDER ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR THAT THE PRODUCT WILL BE ERROR-FREE OR UNINTERRUPTED. CLIENT ASSUMES ALL RISK ARISING FROM ITS USE OF THE PROVIDED PRODUCT.
Provider shall have the right, upon not less than five (5) business days' prior written notice to Client, to audit Client's records and systems to verify compliance with the terms of this Agreement, including, without limitation, Client's use of the Provided Product. Such audits shall be conducted during normal business hours, in a manner designed to minimize disruption to Client's business operations, and no more than once per twelve (12) month period (unless a prior audit revealed a material breach). If an audit reveals a material breach by Client, Client shall reimburse Provider for the reasonable costs of such audit, in addition to any other remedies available at law or in equity.
(a) EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) CAP ON LIABILITY. IN NO EVENT SHALL PROVIDER'S TOTAL AGGREGATE LIABILITY TO CLIENT UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (other than payment obligations) to the extent such delay or failure is caused by events, occurrences, or circumstances beyond such Party's reasonable control, without such Party's negligence, including, without limitation: acts of God, telecommunications or Internet outages, power outages, irregularities in the posting or updating of data files by applicable government agencies, strikes, lockouts, riots, acts of war, floods, earthquakes, fires, epidemics, pandemics, or governmental actions. A Party invoking force majeure shall promptly notify the other Party and shall use commercially reasonable efforts to resume performance as soon as practicable.
a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.
(b) Dispute Resolution. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, or validity thereof (a "Dispute"), the Parties shall first attempt to resolve the Dispute through good-faith negotiation for a period of thirty (30) days following written notice of the Dispute.
(c) Arbitration. If the Parties are unable to resolve a Dispute through negotiation within the thirty (30) day period, the Dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Arbitration shall take place in Orlando, Florida. The decision of the arbitrator shall be final and binding upon the Parties and may be entered as a judgment in any court of competent jurisdiction.
(d) Injunctive Relief. Notwithstanding the foregoing, either Party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, including, without limitation, in the event of a threatened or actual breach of the confidentiality or use limitation provisions of this Agreement.
(e) Venue. For any matters not subject to arbitration, each Party consents to exclusive jurisdiction and venue in the state or federal courts located in Orange County, Florida.
(a) Entire Agreement. This Agreement, together with any applicable Quote and Invoice, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, warranties, negotiations, and understandings of the Parties, whether written or oral.
(b) Amendments. This Agreement may not be modified or amended except by a written instrument duly signed by authorized representatives of both Parties.
(c) Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver thereof. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
(d) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the original intent.
(e) Assignment. Client may not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of Provider. Provider may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
(f) Notices. All notices under this Agreement shall be in writing and delivered by email (with written confirmation of receipt), overnight courier, or certified mail, return receipt requested, to the addresses set forth on the signature page or such other address as a Party may designate in writing. Notices to Provider shall be sent to: [email protected].
(g) Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties.
(h) No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the Parties and their respective permitted successors and assigns. Nothing herein shall create or be deemed to create any rights in any third party.
(i) Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.
(j) Headings. The section headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
(k) Construction. This Agreement has been negotiated by the Parties and their respective counsel, and shall not be construed more strictly against either Party as the drafter hereof.
IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement as of the Effective Date. By Subscribing to InheritedData, you agree to this Agreement, Terms of Service, and Privacy Policy.
Realty Mitigation Services, LLC. dba InheritedData