Parcels Data Terms and Conditions
Last Updated: October 2, 2026
These Terms and Conditions (“Terms”) govern the performance of, and all access to and use of, the products, services, and other offerings (“Offerings”) set forth in one or more orders, subscriptions, or statements of work referencing these terms (each an “Order”) entered into by and between General Welfare Systems, Inc. (“Company”) and the entity, organization, or individual executing a valid Order (“Customer”). Together, these Terms and all Orders entered into by Customer, along with the policies and other documents referenced in these Terms or any applicable Order, form the entire agreement between Company and Customer regarding the subscriptions to access and use the Offerings set forth in those Orders (the “Agreement”).
The Company provides its proprietary Parcels Data platform, including all software, tools, dashboards, artificial intelligence functionality, application programming interfaces, and user interfaces (“Platform”), offering Authorized Users (defined below) the opportunity to access and use files, information, data, reports, articles, libraries and content (“Content”), as well as a variety of tools, services, and other resources.
This Agreement will form a binding legal agreement between Customer and Company as of the Effective Date (defined below). Customer and Company are each a party to this Agreement and together are parties to this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT FORMS A LEGALLY BINDING AGREEMENT BETWEEN CUSTOMER AND COMPANY. BY ACCESSING AND USING THE PLATFORM (INCLUDING ANY CONTENT OR OFFERINGS), CUSTOMER AGREES THAT CUSTOMER HAS READ, UNDERSTANDS, AND AGREES TO COMPLY WITH AND BE BOUND BY THIS AGREEMENT.
BY ENTERING INTO THIS AGREEMENT, CUSTOMER MAY BE WAIVING CERTAIN RIGHTS. IN PARTICULAR, THIS AGREEMENT CONTAINS PROVISIONS PROVIDING FOR MANDATORY BINDING ARBITRATION AND WAIVER OF JURY TRIALS, WHICH LIMIT CUSTOMER’S RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JURY, AND OTHER PROVISIONS THAT LIMIT COMPANY’S LIABILITY TO CUSTOMER.
ALL CLAIMS AND DISPUTES ARISING UNDER THESE TERMS MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER.
1. Definitions
All capitalized terms used in this Agreement will have the meanings set forth in this Agreement. All other terms used in this Agreement will have their plain English (U.S.) meaning.
2. Term
The term of this Agreement (“Term”) begins on the date Company provides Customer with access to or use of the Platform, or any portion thereof (“Effective Date”), and will continue in effect so long as any Order remains in effect, unless otherwise terminated in accordance with this Agreement. Each Order begins on the effective date specified in the Order and will continue in effect as specified in such Order, unless otherwise terminated in accordance with this Agreement.
3. Orders
Any Orders will be effective and become a part of this Agreement upon the earliest of (1) Customer’s submission or authorization of an online subscription or purchase of any Offerings through a valid Order, (2) Customer’s execution of an applicable Order referencing these Terms, or (3) Customer’s payment of applicable Fees for an Order. All Orders are incorporated by reference into this Agreement. In the event of any conflict between these Terms and an Order, these Terms will control, except to the extent an Order explicitly states that a provision of the Order supersedes a specific provision in these Terms, provided that no Order may waive or limit Section 6.2.
4. Subscription License
4.1 Platform Services. If an Order provides access to Company’s Platform (including the Content) (“Platform Services”), subject to Customer’s compliance with these Terms and such Order, including payment of all Fees (as defined below), during the term of the applicable Order, Company will provide Customer and Authorized Users with access to and use of those Platform Services under a subscription as specified in the Order solely for Customer’s own internal business purposes in connection with real estate transactions, financings, and related research, including prospecting and outreach to property owners and principals. Company reserves the right to establish general practices and limits concerning the Platform Services at any time (and may modify such practices and limits at its reasonable discretion).
4.2 Platform Content. The Platform and Offerings offer a variety of Content. Content may include text, audio, video, photographs, illustrations, graphics, reports, files, articles, libraries, and other content. The Content made available through the Platform and Offerings includes Content provided by Company and its third-party suppliers, providers, and licensors (“Platform Content”). All Content is for informational purposes only. The Company is not responsible for any errors or omissions in any Content. Customer is solely responsible for verifying the accuracy and completeness of all Content, as well as the applicability and suitability of any Content to Customer’s intended use. Subject to Customer’s compliance with this Agreement, Company grants to Customer a nonexclusive, nontransferable, non-sublicensable, limited license to access and use the Platform Content during the subscription term set forth in the Order. Customer may access the Content uploaded to or made available through the Platform solely for Customer’s internal business purposes in connection with Customer’s use of the Platform and Offerings. Customer will not, and will not permit any third party to: (1) alter, modify, reproduce, or create derivative works of any Platform Content; (2) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Platform Content, or otherwise scrape, extract or systematically download the Platform Content; (3) aggregate, repackage, or redistribute any Platform Content into databases, data feeds or competitive intelligence products; or (4) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Platform Content. Notwithstanding clauses (1) through (3) above, Customer may download individual property or entity reports through the download features of the Platform and may record the contact information of individual property owners and principals in its own internal systems, in each case solely for the purposes permitted under Section 4.1 and subject to Section 6. All Platform Content will be delivered in the English language. The Platform includes Google Maps features and content, including Street View imagery. Use of Google Maps features and content is subject to the then-current versions of the Google Maps End User Additional Terms of Service at https://maps.google.com/help/terms_maps/ and the Google Privacy Policy at https://policies.google.com/privacy.
4.3 Authorized User Accounts. Customer may be required to establish an account to access the Platform Services (an “Account”). The identification and password associated with each Account (the “Account ID”) is personal in nature and may only be used by Customer or Customer’s authorized employee or contractor (“Authorized User”) associated with that Account. Customer will authorize each individual Account for each Authorized User. Customer will not and shall ensure that each Authorized User does not, distribute or transfer any Account or Account ID or provide any third party the right to access any Account or Account ID. Customer is solely responsible for all use of the Platform Services through each Account and for compliance by each Authorized User with the applicable terms of this Agreement and any other agreement to which the Authorized User agrees in connection with the Offerings. Customer will ensure that all information about each Authorized User provided to Company is and remains accurate and complete, and that all Account IDs issued to Customer or any Authorized User are kept secure and confidential. Customer will notify Company immediately if any Account ID is lost, stolen, or otherwise compromised, or upon becoming aware of any unauthorized access to or use of the Offerings or any Account ID or Account. Each Authorized User must be at least 18 years old and located in the United States.
5. AI Functionality
The Platform and Offerings may include features and functionality powered by artificial intelligence and other machine learning technologies (“AI Features”). Customer’s access to and use of any AI Features is subject to compliance with this Agreement and any other documentation, guidelines, or policies provided by Company. The quality, accuracy, and completeness of any content or materials generated through any AI Features (“Outputs”) are highly dependent on many factors, including the nature and quality of the content and materials (“Inputs”) used to generate those Outputs. The Company cannot and does not guarantee the generation of Outputs by any AI Feature. Company expressly reserves a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free right to use, copy, modify, incorporate, exploit and create derivative works from any and all Outputs for the purposes of: (1) providing Platform Services; (2) improving Company’s products and services, including training, tuning and improving Company’s own artificial intelligence and machine learning models; (3) developing new products and services; (4) generating anonymized and aggregated data; and (5) any lawful commercial purposes or general business operations (“AI Uses”). Due to the nature of artificial intelligence and machine learning technology, Outputs may be incomplete, contain inaccuracies or errors, be biased or offensive, or fail to meet the Customer’s needs or expectations. All Outputs are for informational purposes only, and Company is not responsible for any errors or omissions in any Outputs. Customer is solely responsible for reviewing and verifying all Outputs and should not rely on any Outputs for legal, professional, regulatory, compliance, or other purposes without independently verifying the applicability and suitability of those Outputs to Customer’s intended use. Customer is solely responsible for all Inputs and Customer’s use of all Outputs. Customer will not mislead anyone as to the origin of any Outputs, including that any Output was human-generated. Customer will ensure that all Inputs, as well as the use of all Outputs, do not infringe or violate any third-party rights and that all Outputs comply with all applicable laws. Outputs provided to the Customer may also be similar to or identical to Outputs produced for other customers or authorized users. Outputs may not be subject to intellectual property protection. Customer’s rights in content or materials that comprise Outputs may not be enforceable. Customer will not use any Output (or any AI Features) to develop, train, or improve other artificial intelligence models. Subject to the foregoing, Customer has the right to use any Output in accordance with the Agreement. Without limiting the foregoing, Customer hereby consents to Company’s use of any Inputs, searches, prompts, feedback, and corrections submitted to the AI Features by Customer and Authorized Users for all AI Uses during and after the Term of this Agreement, as described in the Privacy Policy (defined below).
6. Restrictions on Use
6.1 Restrictions on Use. The Offerings, Platform, Platform Services, Company Data (as defined below), AI Features, and Documentation (as defined below), as well as all software, hardware, data, databases, and other technology used to provide the foregoing (collectively, the “Technology”), constitute the valuable intellectual property of Company. As an express condition to the rights granted to Customer under this Agreement, Customer will not and will not permit any Authorized User or other third party to: (1) use or access the Technology or any portion thereof for any purpose except as expressly provided in this Agreement; (2) modify, adapt, alter, translate, or create derivative works from the Technology; (3) distribute, lend, loan, lease, license, sublicense, transfer, resell, or make available the Technology, or any rights in or to the Technology to any third party other than as expressly provided in this Agreement; (4) access or use the Technology in any unlawful, illegal, or unauthorized manner; (5) access or use the Technology in any manner that could damage, disable, overburden or impair the Technology; (6) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, design, or method of operation for the Technology; (7) circumvent or overcome (or attempt to circumvent or overcome) any technological protection measures intended to restrict access to the Technology; (8) interfere in any manner with the operation of the Technology or attempt to gain unauthorized access to the Technology; (9) use automated scripts or processes to collect information from or otherwise interact with the Technology; (10) engage in “screen scraping,” “database scraping,” or harvesting of any information or data; (11) access or use the Technology for purposes of competitive analysis, benchmarking, the development or provision of a competing product or service, or any other purpose that is to Company’s detriment or commercial disadvantage, as determined by Company in its sole discretion; (12) access or interact with the Technology using any artificial intelligence agent, automated tool, or similar technology, except as expressly permitted by Company in writing or through features made available within the Platform; or (13) alter, obscure, or remove any copyright notice, copyright management information or proprietary legend contained in or on any Technology. All use of the Technology will be solely in accordance with this Agreement and any applicable Documentation. The Company may monitor use of the Technology to verify compliance with the terms of this Agreement. Customer consents to all such monitoring and to the Company’s use of all data and information collected through such monitoring.
6.2 Regulated Uses. Company is not a consumer reporting agency, and the Content is not a consumer report. Customer will not use the Platform Services or any Content, in whole or in part, as a factor in establishing any individual’s eligibility for credit, insurance, employment, housing or tenancy, or for any other purpose enumerated under the Fair Credit Reporting Act, 15 U.S.C. § 1681b.
7. Fees and Payment
Customer will pay the fees specified in each Order (“Fees”) when due. Unless specified in the Order, Company will invoice Customer for all Fees in advance, and all Fees are due and payable by Customer within 30 days of the date of each applicable invoice. The Company may increase the Fees applicable to any subscription Offering effective upon renewal of the applicable subscription term for such Offering. In the case of late payment, after prior written notice, Company may suspend Customer’s use of the applicable Offering until payment is made in full. Customer may not withhold, reduce, or offset Fees owed to Company under this Agreement. All Fees paid by Customer are non-refundable. Until paid in full, all past-due amounts will bear an additional charge of the lesser of 1.5% per month or the maximum permitted under applicable law. Customer agrees to pay any taxes and other fees and charges imposed by any government entity on the Offerings or arising from this Agreement, excluding taxes based on the Company’s net income and payroll taxes. Customer must provide to Company any direct pay permits or valid tax-exempt certificates prior to signing each Order. If Company is required to pay taxes (other than its income and payroll taxes), Customer will reimburse Company for those amounts and indemnify Company for any taxes and related costs paid or payable by Company attributable to those taxes.
8. Ownership and Rights
8.1 Technology. As between Company and Customer, Company and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Technology, any updates, upgrades, enhancements, modifications, and improvements thereto, and any other materials provided or developed by or on behalf of Company under this Agreement. Customer receives no ownership interest in or to any Technology or any intellectual property rights in or to the Technology. Customer is not granted any right or license to use any Technology or any associated intellectual property rights (whether by implication, estoppel, or otherwise), apart from Customer’s ability to access and use the Content and Offerings as specified in this Agreement. The Company name, logo, and all product and service names associated with the Content and Offerings are trademarks of the Company, and Customer is granted no right or license to use them. Customer covenants, on behalf of itself and its successors and assigns, not to assert against Company any rights, or any claims of any rights, in any Technology.
8.2 Documentation. Company retains all right, title, and interest, including all intellectual property rights, in and to the technical and functional documentation that Company provides with its Offerings (“Documentation”). Subject to Customer’s compliance with this Agreement, during the Term, Company will provide Customer a limited, nonexclusive, nontransferable right to access and use the Documentation, as made available to Customer in connection with the Offerings, and subject to any limitations provided by Company.
8.3 Customer Data. Customer is responsible for all data and information provided to Company by or on behalf of Customer through the Platform Services, including searches, prompts, notes, and corrections (collectively, “Customer Data”). As between Customer and Company, Customer retains all right, title, and interest, including all intellectual property rights, in and to all Customer Data (which may include Inputs) except with respect to any Platform Content incorporated or referenced in the Customer Data. In addition to the right to process Customer Data in order to provide and support the Offerings and to otherwise perform its obligations and exercise its rights under this Agreement, Customer grants Company a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display Customer Data. This license is granted for any purpose related to Company’s business operations, including but not limited to: (a) providing, maintaining, and improving Offerings; (b) developing, training, and refining AI Features; (c) creating new features, products or other offerings; and (d) generating de-identified, aggregated, and anonymized data sets for internal use or external publication, in each case consistent with the Privacy Policy. Customer represents, warrants, and covenants to Company that: (1) Customer has and will maintain all consents, permissions, approvals, and rights necessary to grant Company the foregoing rights; (2) neither the Customer Data nor Company’s use of Customer Data as permitted under this Agreement will cause Company to infringe, misappropriate, or violate the intellectual property rights or other rights of any third party or violate any applicable laws, rules, or regulations; (3) Customer Data will not violate this Agreement or any applicable laws; and (4) Customer Data is not false, misleading, or inaccurate. Customer is solely responsible for Customer Data, and Company is under no obligation to review any Customer Data. The Company will not be responsible or liable for the accuracy of any Customer Data or any deletion, destruction, or loss of any Customer Data. At the end of the Term, the Company may delete the Customer Data, unless otherwise required by law. Retained Customer Data will remain subject to the confidentiality provisions of this Agreement.
8.4 Blind Data and Learning. Customer authorizes Company to de-identify and aggregate Customer Data with data from other Company customers and third parties in a manner that does not identify Customer (or any user or client of Customer) and to use that aggregated data for providing services to customers, improvement of the Platform Services (in particular, product features and functionality, workflows and user interfaces), development of new Offerings, improving resource allocation and support, internal demand planning, training and developing machine learning algorithms, verification of security and data integrity, identification of industry trends and developments, creation of indices, and benchmarking. For clarity, unless otherwise agreed, to the extent any such data is not aggregated or anonymized, Company will only use any personally identifiable data contained in the Customer Data to provide, support, and improve the Offerings, and such use will be in accordance with the Privacy Policy (defined below).
8.5 Company Data. As between Company and Customer, Company retains all right, title, and interest, including all intellectual property rights, in and to all data and information provided through the Offerings (including Content), excluding only Customer Data (“Company Data”). Subject to Customer’s compliance with this Agreement, including payment of all Fees, Company grants Customer a limited, nonexclusive, nontransferable, non-sublicensable right to use the Company Data obtained by Customer through the Offerings during the Term of this Agreement solely for the internal business purposes of Customer for which such Company Data was obtained. All Company Data is provided to Customer solely for informational purposes. Customer is solely responsible for verifying the accuracy, completeness, and applicability of all Company Data before using or relying upon any Company Data. Except as set forth in this Agreement, Customer is granted no licenses or rights in or to any Company Data.
9. Feedback
If Customer provides any general suggestions, ideas, or other feedback about the Offerings or Platform Services (“Feedback”), the Company may use and otherwise act on Feedback with no financial, credit, confidentiality or other obligation to Customer, but is not obligated to use Feedback in any way.
10. Confidentiality; Privacy and Security
10.1 Confidentiality. Each party (“Recipient”) may receive Confidential Information from the other party (“Discloser”) during the Term of this Agreement. Except as permitted in this Agreement, each Recipient agrees to: (a) hold the Confidential Information in strict confidence; (b) not use the Confidential Information for any purpose other than fulfilling its obligations under this Agreement; (c) not disclose the Confidential Information to any third party without Discloser’s prior written consent; and (d) limit access to the Confidential Information to those of its employees (if any) having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement. For purposes of this Agreement, “Confidential Information” means all information regarding a party’s business, technology, personnel, or affairs that is either designated as confidential or of a nature or disclosed under circumstances such that a reasonable person would recognize it as confidential. For clarity, the Company’s Confidential Information includes, but is not limited to, Technology, Documentation, Company Data, and any information regarding research and development, Offerings, Platform Services, pricing, or availability. The terms and conditions of this Agreement constitute the Confidential Information of each of the parties. Confidential Information of either party disclosed prior to the start of this Agreement will be subject to this Section. The following information will not be considered Confidential Information: (1) information that is independently developed by the Recipient without reference to the Discloser’s Confidential Information; (2) information that is generally known to the public without breach of this Agreement by the Recipient; (3) information that, at the time of disclosure, was known to Recipient free of confidentiality restrictions; or (4) information that the Discloser agrees in writing is free of confidentiality restrictions. In the event of legal proceedings relating to the Confidential Information, the Recipient will cooperate with the Discloser and comply with applicable law (all at Discloser’s expense) with respect to handling of the Confidential Information, and the Recipient will only disclose Confidential Information to the extent absolutely necessary pursuant to any such legal proceeding.
10.2 Security. Each Recipient will use commercially reasonable efforts to protect: (a) the security, confidentiality, and integrity of the Discloser’s Confidential Information in its possession or control; (b) against any reasonably anticipated threats or hazards to the security or integrity of the Discloser’s Confidential Information; and (c) against unauthorized access to or use of the Discloser’s Confidential Information. Each Recipient shall protect the Discloser’s Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care. The obligations set forth in this Section shall survive for a period of two years following the termination or expiration of this Agreement, provided that with respect to any Company’s Confidential Information that constitutes a trade secret under applicable law, the obligations shall continue for so long as such information remains a trade secret.
11. Termination and Suspension
11.1 Termination and Non-Renewal. Either party may terminate this Agreement or an Order upon written notice to the other party if the other party: (a) materially breaches this Agreement or the Order and such breach (i) is incapable of cure, or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or (b) files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors. Additionally, either party may terminate an Order on the expiration of the then-current term applicable to such Order by providing written notice of non-renewal before the end of that term, which Customer may give by cancelling its subscription through its Account.
11.2 Suspension. Company may suspend or limit use of the Content, Offerings, or Platform Services where it reasonably believes that Customer’s continued use of the Content, Offerings, or Platform Services may be in violation of this Agreement, the applicable Order or any applicable law, or presents a risk of harm, loss, or liability to Customer or Company, the Technology, or any third parties. Company will use commercially reasonable efforts to (a) limit the extent and duration of any suspension, (b) notify Customer of any suspension (in advance if possible), and (c) reinstate any suspended Offerings as soon as possible following the remedy of any cause of such suspension.
11.3 Effect of Expiration or Termination. Termination or expiration of this Agreement will terminate all Orders then pending under this Agreement. Upon the effective date of any expiration or termination of this Agreement: (a) except as otherwise stated above, all Fees under this Agreement will become due and payable; (b) Company may cease providing access to any Content, Offerings, and the Platform Services; (c) all rights and licenses under this Agreement will terminate, including any right to access or use any Content, Offerings, and the Platform Services; and (d) Customer will return (or at the request of Company, permanently destroy) any Company’s Confidential Information in its possession or control. At the Company’s request, Customer will certify in writing its compliance with this Section.
11.4 Survival. The following Sections shall survive termination or expiration of this Agreement: 1, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, and 21.
12. Warranties and Disclaimer
12.1 Mutual. Each party represents and warrants: (a) such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and (d) such party’s performance under this Agreement will not violate any applicable laws, rules, or regulations.
12.2 Performance. Company warrants that it will use commercially reasonable efforts to provide the Offerings (including the Platform Services) in substantial conformance with the then-current Documentation and applicable Order. Customer’s sole and exclusive remedy and Company’s entire liability for breach of the foregoing warranty will be, in Company’s sole discretion, providing a remedy for such breach, or termination of Customer’s subscription to the affected Offerings. Any termination must occur within 3 months of Company’s failure to remedy any such deficiency. The warranty in this Section will not apply where a failure or breach arises from: (a) the Customer Data; (b) any support, modifications, or improvements not provided by Company; (c) any product, service, or data not provided by Company; (d) any instance where the Offerings were provided for no Fee; or (e) Customer’s or its Authorized Users’: (i) negligence, misuse, abuse or misapplication of the Content, Offerings, or Platform Services; (ii) use of the Content, Offerings, and Platform Services other than in accordance with this Agreement or the then-current Documentation and applicable Order; or (iii) breach of this Agreement.
12.3 GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER COMPANY NOR ITS PROVIDERS OR CONTRACTORS MAKE ANY REPRESENTATION OR WARRANTY, AND COMPANY AND ITS PROVIDERS AND CONTRACTORS HEREBY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE. COMPANY MAKES NO WARRANTIES THAT THE OPERATION OF THE OFFERINGS AND PLATFORM WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE. CUSTOMER AGREES THAT IT IS NOT RELYING ON DELIVERY OF FUTURE FUNCTIONALITY, PUBLIC COMMENTS, OR ADVERTISING OF COMPANY IN OBTAINING ANY SPECIFIC RESULTS FROM ITS OWN CUSTOMERS.
12.4 DISCLAIMER OF RESULTS. Company does not promise, guarantee, represent, or warrant any level of success, income, sales, or specific results from use of the Content, Offerings, or Platform Services. Customer understands and acknowledges that Company will not at any time be expected to provide direct leads or referrals to Customer. Contact information in the Content may be incomplete, outdated, or inaccurate, and Company does not represent that any person has consented to be contacted.
12.5 NO PROFESSIONAL ADVICE AND COMPLIANCE WITH LAWS. THE CONTENT, OFFERINGS, AND PLATFORM SERVICES DO NOT PROVIDE INVESTMENT OR OTHER PROFESSIONAL ADVICE AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR INVESTMENT OR OTHER PROFESSIONAL ADVICE OR RECOMMENDATIONS. ALL CONTENT MADE AVAILABLE TO CUSTOMER THROUGH THE PLATFORM SERVICES IS FOR INFORMATIONAL PURPOSES OR GENERAL GUIDANCE ONLY. CUSTOMER’S USE OF THE CONTENT, OFFERINGS, OR PLATFORM SERVICES DOES NOT CREATE A LEGAL OR OTHER PROFESSIONAL RELATIONSHIP AND DOES NOT CREATE ANY PRIVACY INTERESTS OTHER THAN THOSE DESCRIBED IN THE PRIVACY POLICY. CUSTOMER SHOULD ALWAYS SEEK THE ADVICE OF A LICENSED PROFESSIONAL WITH ANY QUESTIONS CUSTOMER MAY HAVE REGARDING CUSTOMER’S INDIVIDUAL NEEDS OR SITUATION. NEVER DISREGARD LEGAL, INVESTMENT, OR OTHER PROFESSIONAL ADVICE (OR REFRAIN FROM SEEKING IT) BECAUSE OF ANY CONTENT CUSTOMER HAS OBTAINED THROUGH THE PLATFORM SERVICES. CUSTOMER’S RELIANCE ON ANY CONTENT OR PLATFORM SERVICES IS SOLELY AT CUSTOMER’S OWN RISK. Customer is strongly encouraged to seek independent professional advice from qualified accountants, attorneys, or property managers when dealing with tax, legal or investment matters. Without limiting the foregoing, Customer will comply with, is solely responsible for compliance with, and will not use the Platform Services in a manner that would cause Company to violate any applicable privacy policy, statute, or regulation, including but not limited to the Fair Housing Act, the Fair Credit Reporting Act (FCRA), the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM), the Telephone Consumer Protection Act (TCPA), the Telemarketing and Consumer Fraud and Abuse Prevention Act (TCFAPA), the Telemarketing Sales Rule, applicable do-not-call requirements, any state and local laws, anti-money laundering and sanctions laws, data broker laws, consumer protection laws, and all other housing, financial, privacy, and investment regulations applicable to Customer’s business and use of the Platform Services.
13. Third Party Claims
13.1 Claims Against Customer. Company will defend and indemnify Customer and its officers, directors, shareholders, employees, contractors, and agents (“Customer Indemnitees”) against claims brought against Customer Indemnitees by any third party relating to (a) the negligence or willful misconduct of Company, or (b) Company’s failure to comply with applicable law.
13.2 Claims Against Company. Customer will defend, indemnify, and hold harmless Company and its officers, directors, shareholders, employees, contractors, and agents (“Company Indemnitees”) against claims brought against Company Indemnitees by any third party relating to any (a) Customer Data or any rights granted to or use of Customer Data by Company as permitted under this Agreement, (b) use of the Offerings or Platform Services not in accordance with this Agreement by Customer or its Authorized Users, (c) negligence or willful misconduct on behalf of Customer or its Authorized Users, or (d) failure to comply with applicable law by Customer or its Authorized Users.
13.3 Procedure. The party against whom a third-party claim covered by this Section is brought (the “Indemnitee”) will timely notify the other party (the “Indemnitor”) in writing of such claim (provided that a failure to so timely notify will not waive any defense or indemnification obligations of the Indemnitor, except to the extent the Indemnitor is materially prejudiced by failure to timely notify the Indemnitor). The Indemnitee will reasonably cooperate in the defense of such claims, and may appear (at its own expense) through counsel of its own; however, the Indemnitor will have the right to fully control the defense. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the Indemnitee without its prior written consent, which it agrees not to unreasonably withhold.
14. Limitation of Liability
14.1 Limitation of Liability. REGARDLESS OF THE BASIS OF LIABILITY (WHETHER ARISING UNDER BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, BREACH OF STATUTORY DUTY, BREACH OF WARRANTY, OR CLAIMS BY THIRD PARTIES), UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE LIABILITY, LOSS, OR DAMAGE (WHETHER OR NOT THE OTHER PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, LOSS, OR DAMAGE), INCLUDING ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, LOSS OF GOODWILL, LOSS RESULTING FROM WORK STOPPAGE, OR LOSS OF REVENUE OR ANTICIPATED SAVINGS.
14.2 Cap on Damages. THE MAXIMUM AGGREGATE LIABILITY OF COMPANY TO THE CUSTOMER OR ANY CUSTOMER INDEMNITEE RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER FOR THE OFFERING THAT CAUSED THE DAMAGE DURING THE 3-MONTH PERIOD PRECEDING THE EVENTS (OR SERIES OF CONNECTED EVENTS) GIVING RISE TO SUCH LIABILITY.
14.3 Risk Allocation. Each party acknowledges that this Agreement allocates risk between the parties and that the Fees for the Offerings reflect this allocation of risk and the foregoing limitations of liability.
14.4 Third-Party Providers. Company’s licensors and data providers are intended third-party beneficiaries of Sections 12.3 through 12.5 and this Section 14, which apply to them to the same extent as to Company, and each of them may enforce those Sections directly.
15. Injunctive Relief
Without prejudice to the Company’s right to proceed with any claim, nothing in this Agreement will limit the Company’s right to seek immediate injunctive or other equitable relief in any court of competent jurisdiction. Each party acknowledges and agrees that due to the unique nature of the Technology and the intellectual property rights relating to the Technology, there can be no adequate remedy at law for any breach by Customer of its obligations under this Agreement, that any such breach may cause Company irreparable harm, and therefore, that upon any such breach of this Agreement or threat of such breach, Customer will not oppose any attempt by Company to obtain, in addition to whatever remedies it may have at law or in equity, an injunction or other appropriate equitable relief without making any additional showing of irreparable harm (and agrees to support the waiver of any requirement that Company be required to post a bond prior to the issuance of any such injunction or other appropriate equitable relief).
16. Dispute Resolution
Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach, or termination of this Agreement, the arbitrability of the issues submitted to arbitration under this Agreement, and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section.
If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, then at the request of either party such Dispute will be finally settled through binding arbitration under the arbitration rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by Company in New York City, New York County, New York. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or pleaded to the arbitrator. The award of the arbitrator will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having proper jurisdiction. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
17. Choice of Law; Venue; Waiver of Jury Trial
This Agreement shall be governed exclusively by the laws of the State of Delaware, without regard to its conflicts of laws rules. Subject to Section 16, each party will bring any legal action or proceeding relating to any Dispute or otherwise arising from this Agreement or Customer’s access to or use of the Platform only in a state or federal court located in New Castle County, Delaware. Each of the parties irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and irrevocably waives any objections to the laying of venue in such courts.
EACH PARTY ALSO WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR DISPUTE IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT. CUSTOMER AGREES THAT CUSTOMER WILL PURSUE ANY CLAIM RELATED TO ANY DISPUTE OR OTHERWISE ARISING FROM OR IN ANY WAY RELATING TO THIS AGREEMENT, THE PLATFORM, CONTENT, OR OFFERINGS, OR ITS USE OF THE FOREGOING AS AN INDIVIDUAL OR BUSINESS, AND WILL NOT LEAD, JOIN, OR SERVE AS A REPRESENTATIVE OR MEMBER OF A CLASS OR GROUP OF PERSONS BRINGING SUCH A CLAIM.
18. Export
Customer will comply with all export and import control laws, rules, and regulations applicable to the access to and use of the Offerings and Platform Services. Customer will obtain all licenses, permits, and approvals required by the U.S. government or any other government, and in accordance with all applicable laws. Customer will not export or re-export any Technology without all such required licenses, permits, and approvals. Customer will defend, indemnify, and hold harmless Company from and against all fines, penalties, liabilities, damages, costs, and expenses incurred by Company as a result of any violation of such laws by Customer.
19. Privacy
To the extent either party uses or processes any personal data in its performance of this Agreement, Company will process that personal data as described in the Company’s privacy policy (“Privacy Policy”), and Customer will process that personal data in compliance with applicable law and Section 6. The Privacy Policy is hereby incorporated in these Terms and made part of the Agreement, as amended and published by Company from time to time at https://parcelsdata.com/privacy. References in the Privacy Policy to “GWS” and the “Services” refer to Company and the Offerings, respectively. If this Agreement conflicts with the Privacy Policy, the Privacy Policy controls as to Company’s processing of personal information, and this Agreement controls as to Customer’s obligations.
20. Claims of Infringement
Company respects the copyrights and other intellectual property rights of others. Any person who believes in good faith that a copyrighted work has been reproduced on the Platform without authorization in a way that constitutes copyright infringement may notify Company’s designated copyright agent by mail or email at: General Welfare Systems, Inc., Attn: Copyright Agent, 169 Madison Avenue, Suite 38506, New York, New York 10016, legal@gw.inc. The notice must include: (1) identification of the copyrighted work claimed to be infringed; (2) identification of the allegedly infringing material and information reasonably sufficient to locate it on the Platform; (3) the complaining party’s name, address, daytime telephone number, and email address, if available; (4) a statement that the complaining party has a good-faith belief that the use of the copyrighted work is not authorized by the owner, its agent, or the law; (5) a statement that the information in the notice is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner; and (6) the complaining party’s physical or electronic signature. Company may remove or disable access to material that is the subject of a notice and will, in appropriate circumstances, terminate the Accounts of repeat infringers.
21. Miscellaneous
21.1 Entire Agreement. This Agreement, including these Terms, all Orders under these Terms, and any referenced exhibits or documents in these Terms or an applicable Order, constitutes the complete and exclusive statement of the agreement between Company and Customer relating to the Offerings and Platform Services and the subject matter of this Agreement and supersedes all prior agreements, arrangements, and understandings between the parties relating to that subject matter. Each party acknowledges that in entering into this Agreement, it has not relied on any representation, discussion, collateral contract, or other assurance except those expressly set out in this Agreement. The terms of this Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions.
21.2 Amendments and Modifications. The Company may, in its sole discretion, modify this Agreement from time to time. The Company will use commercially reasonable efforts to provide notice of any material modifications to this Agreement. Notice may be provided to Customer directly or posted on the Platform. Unless a change is made for legal or administrative reasons, which will become effective immediately, any modification to this Agreement will be effective 5 days following posting of the modified version of this Agreement to the Platform. Customer’s continued access to the Platform or use of the Offerings following that date constitutes Customer’s acceptance of, and agreement to be bound by, any modified Agreement. Except for the foregoing, this Agreement may be amended or modified only by a writing signed by both parties.
21.3 Notice. All notices, consents, authorizations, and approvals to be given by a party under this Agreement will be in writing and will be delivered to the party’s address set forth in the Order, via: (a) hand-delivery; (b) reputable overnight mail service; (c) certified mail, return receipt requested, to the other party; or (d) by electronic mail transmission, provided that receipt of such electronic mail is confirmed by the recipient. All notices will be effective upon confirmation or acknowledgment of receipt (or when delivery is refused), except notice by electronic mail, which will be effective only after receipt of the electronic mail is actually confirmed by the recipient. Either party may change its address for notice by giving notice of the new address to the other party.
21.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of this Agreement.
21.5 Waiver. A waiver of any breach of this Agreement is not deemed a waiver of any other breach.
21.6 Counterparts. This Agreement may be executed in two or more counterparts, whether to these Terms or an Order, including electronically, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
21.7 Assignment. Without the Company’s prior written consent, Customer may not assign or transfer this Agreement (or any of its rights or obligations) to any party, whether by operation of law or otherwise. Any purported assignment in violation of the foregoing will be null and void. This Agreement will be fully binding upon, inure to the benefit of, and be enforceable by the parties to this Agreement and their respective successors and permitted assigns, and except as provided in Section 14.4, nothing in this Agreement confers upon any other person or entity any legal or equitable right whatsoever to enforce any provision of this Agreement.
21.8 Relationship of the Parties. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by this Agreement.
21.9 Force Majeure. Any delay or failure in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party, including, without limitation, acts of God or any governmental body, war or national emergency, epidemic, riots or insurrection, sabotage, embargo, fire, flood, accident, strike or other labor disturbance, or interruption of or delay in systems, power or telecommunications under third-party control is not a breach of this Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
21.10 Electronic Signatures. The parties agree to rely on an electronic signature process as official authorization for all transactions conducted using the Platform or related to the Offerings. By accessing the Platform and, where prompted, clicking “I Agree” or “Click to Consent” or by submitting any Order for any Offerings, the parties agree to conduct each transaction by electronic means and hereby state that electronic signatures shall have the same force and effect as an original signature with respect to these Terms and all written agreements entered into between Company and Customer and Authorized Users. Customer and Authorized Users may revoke approval of this electronic signature process at any time with prior written notice to Company from their Account; however, this will result in Company’s suspension or termination of the Platform Services, the Offerings, or Customer’s access to and use of the Platform and Content absent an acknowledgment of agreement or consent by other valid legal means.