Terms of use

Last updated: February 3, 2021
  1. General. These REISift Terms & Conditions (together, with a REISift order confirmation as displayed on-screen or in the dashboard (each, a “Sales Confirmation”), this “Agreement”) govern all access and use of the cloud-based, software-as-a-service known as “REISift” (collectively, the “Services”), provided by Combatant Media LLC d/b/a REISift (“REISift”, “We”, “Our” or “Us”) to users (“You” or “Your”). 


This Agreement comprises the entire agreement between You and Us with respect to all Services, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement prevails over any of Your general terms and conditions regardless whether or when You submitted such terms. Provision of the Services to You does not constitute acceptance of any of Your terms and conditions and does not serve to modify or amend this Agreement.


  1. Services. During the term specified in the applicable Sales Confirmation (the “Term”), We will make the Services available to You and Your Authorized Users (as defined below) in accordance with this Agreement. We will provide You with updates, upgrades, releases or other adaptations or modifications of the Services that We may, in Our sole discretion, make generally available to Our customers at no additional charge.


  1. Service Level. We will (i) host and operate the Services for remote electronic access and use of the Services by You and Your Authorized Users; and (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, every day of the year, except for (A) planned or scheduled downtime; or (B) downtime or degradation due to a Force Majeure Event (as defined below), Your or any Authorized User’s use of third-party materials, misuse of the Services, or use of the Services other than in compliance with the express terms of this Agreement; or (C) any suspension or termination of Your or any Authorized Users’ access to or use of the Services as permitted by this Agreement. 


  1. Authorization. We hereby authorize You and Your employees with a need to access the Services solely for the Permitted Use (as defined below) (collectively, the “Authorized Users”; for the avoidance of doubt, Authorized Users must be employed by You and may not be employed by any third party) to access and use, solely during the Term, the Services, including all software, documentation and any and all other information, data, documents, materials, works and other content, devices, methods, processes, and other technologies and inventions (collectively, “REISift Materials”) or any feature thereof, as We may supply or make available to You, solely for Your own personal use, and not for any other purposes whatsoever, including commercial purposes (“Permitted Use”). The authorization set forth in this Section 2(b) is non-exclusive and non-transferable.


  1. Access Credentials. You and each Authorized User may be issued a user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services (“Access Credentials”). 


  1. You have and will retain sole responsibility for (A) the security and use of Your and each Authorized User’s Access Credentials; and (B) all access to and use of the Services and REISift Materials, directly or indirectly, by or through Your systems or Your and each Authorized User’s Access Credentials, with or without Your knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use. 


  1. You will employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to (A) prevent unauthorized access to or use of Services and REISift Materials, and will notify Us promptly of any such unauthorized access or use; (B) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (C) control the content and use of any and all data, information, content or other materials submitted by You or any Authorized User into the Service software or otherwise provided by You or any Authorized User in connection with the Services (collectively, “Customer Data”). 


  1. Customer Data. As between You and Us, any and all Customer Data will be and remain the property of You and Your Authorized Users, as applicable; provided, however, that You and Your Authorized Users hereby grant, and expressly instruct, Us, Our licensors and Our hosting providers a worldwide, limited-term license to host, copy, transmit and display Customer Data as necessary for Us to provide the Services in accordance with this Agreement; provided, further, that You and Your Authorized Users expressly acknowledge and agree that We may, in Our sole and absolute discretion and without any compensation, consideration or approval rights for You whatsoever, use, disclose, share, sell, exchange, rent, lease, copy, prepare derivative works from, display or exploit in any other manner the Customer Data (i) on an aggregated or anonymous basis; (ii) to the extent that the same or substantially similar skip trace was or is performed within the prior 30-day period; and (iii) to improve the Services.


  1. Data Backup. We will use commercially reasonable efforts to backup and archive any data submitted by You into the Service software in accordance with Our internal backup/archive/recovery policies and procedures; provided, however, that, notwithstanding anything to the contrary, (i) the Services do not replace the need for You to maintain regular data backups or redundant data archives; and (ii) WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.


  1. Fees.


  1. Fees. You will pay Us the fees set forth in the applicable Sales Confirmation (the “Fees”) on the terms and conditions set forth in such Sales Confirmation. For the avoidance of doubt, (i) some Fees are on a recurring and periodic basis, and will automatically renew under the same terms and conditions, unless terminated in strict accordance with Section 4(b) of this Agreement; (ii) We may provide a free trial in connection with certain Services; however, You will automatically be charged for the Services immediately upon the expiration of any free trial; and (iii) any Services provided on an annual Term will be due and payable immediately for the entire annual Term (for the avoidance of doubt, prior to any free trial period). 


  1. Payment. You will make all payments to Us in U.S. dollars and by ACH or credit card. Fees are due and payable upon receipt of invoice. You may also pay for credits from time to time. Payment obligations are non-cancelable and Fees and credits paid are non-refundable (regardless of whether You used the Services and regardless of whether You terminate or cancel the Services within a trial period), unless otherwise expressly provided for in Section 4(b) of this Agreement. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.


  1. Overdue Amounts. If We do not receive any amounts due by the applicable due date (including any amounts due pursuant to Section 10 of this Agreement, including any advancement of attorneys’ fees and paralegal fees and other costs and expenses), then without limiting Our rights or remedies, We may terminate Your use of the Services without notice. If You sign up again for use of the Services, then You will not have access to the Services unless and until you pay to Us all overdue amounts in full. 


  1. Taxes. You are solely responsible for, and will pay, and will hold Us harmless from, any and all sales, excise, use, gross receipts, environmental, ad valorem or other similar taxes, fees, duties or charges of any kind imposed by any governmental authority on any amounts payable by You under this Agreement (including interest and penalties thereon) (“Taxes”) (regardless of whether We collected and remitted (or had the responsibility to collect and remit) such Taxes); provided, however, that You will not be responsible for any Taxes imposed on, or with respect to, Our income, revenues, gross receipts, personnel, property or other assets.


  1. Fee Increases. We may increase Fees from time to time upon 30 days’ prior written notice to You (email acceptable). 


  1. Future Functionality. Your purchase of the Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features. You acknowledge and agree that We may change any functionality or feature at any time in Our sole discretion.


  1. Termination.


  1. Termination. We may terminate the Term by providing You with written notice. You may terminate the Term, for any or no reason, only by following the appropriate termination procedures set forth on the billing page in the Services. No other method of termination will be recognized or otherwise valid. 


  1. Refund or Payment upon Termination. If the Term is terminated by You in accordance with Section 4(a) of this Agreement, You will not receive any prepaid Fees covering the remainder of the Term after the effective date of termination; provided, however, if and only if You terminate the Term in accordance with Section 4(a) of this Agreement within the first seven days after the date set forth in the applicable Sales Confirmation (the “Effective Date”), then We will refund any prepaid Fees covering the remainder of the Term after the effective date of termination. If the Term is terminated by Us in accordance with Section 4(a) of this Agreement, You will pay any unpaid fees covering the remainder of the Term after the effective date of termination. For the avoidance of doubt, in no event will termination relieve You of Your obligation to pay any Fees payable to Us for the period prior to the effective date of termination. Further, notwithstanding anything to the contrary in this Agreement, You may not sign up to use or access the Services with the intent to cancel such Services within the trial period. If We determine, in Our sole, reasonable discretion, that You signed up for the Services with the intent to cancel within the trial period, then You will pay to Us the greater of (i) Our reasonable estimate of damages to Us; or (ii) the applicable monthly fee for such Services. 


  1. Suspension of Services. We may, directly or indirectly and by any lawful means, suspend or otherwise deny You or any Authorized User access to or use of all or any part of the Services or REISift Materials without incurring any resulting obligation or liability, if: (i) You fail to pay any amount when due under this Agreement, and such failure continues more than three days after Our delivery of written notice thereof; (ii) We believe, in Our sole discretion, that You or any Authorized User: (A) has failed to comply with any provision of this Agreement; (B) has accessed or used the Services or REISift Materials beyond the scope of the authorization granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the REISift Materials; or (C) is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; or (iii) the Term is terminated. This Section 4(c) does not limit any of Our other rights or remedies whatsoever, including any rights or remedies at Law, in equity or under this Agreement.


  1. Additional Terms Regarding Services, Data and Security.


  1. Compliance. Notwithstanding anything to the contrary, Your use of the Services is subject to and conditioned on (i) Your payment of the Fees and (ii) Your and Your Authorized Users’ compliance with all of the terms and conditions of this Agreement. Further, You and each Authorized User will access and use the Services and REISift Materials solely in accordance with the conditions and limitations set forth in this Agreement, the REISift Materials, and Our privacy policy. You will be solely and exclusively responsible for any breach by any Authorized User of this Agreement, of any terms contained in the REISift Materials. As between You and Us, We will not be responsible or liable, directly or indirectly, and You will be solely and exclusively responsible and liable, for any damage or loss caused or alleged to be caused by or in connection with any Authorized User.


  1. Changes. We reserve the right, in Our sole discretion, to make any changes to the Services or to any and all materials or content provided or made available by Us to You pursuant to the Services, including all REISift Materials or any feature thereof, respectively, that We deem necessary or useful to (A) maintain or enhance (I) the quality or delivery of Our services to Our customers; (II) the competitive strength of or market for Our services; or (III) the Services’ cost efficiency or performance; or (B) comply with Laws.


  1. Additional Usage Restrictions. You will not (i) make any Services or REISift Materials available to anyone other than You and the Authorized Users for the sole purpose of the Permitted Use; (ii) sell, resell, license, sublicense, distribute, rent or lease any Services or REISift Materials; (iii) use Services or REISift Materials to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (iv) use Services or REISift Materials to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses (“Malicious Code”); (v) interfere with or disrupt the integrity or performance of any Services or REISift Materials; (vi) attempt to gain unauthorized access to any Services or REISift Materials or their related systems or networks; (vii) permit direct or indirect access to or use of any Services or REISift Materials in a way that circumvents a contractual usage limit; (viii) copy the Services or REISift Materials or any part, feature, function or user interface thereof; (ix) frame or mirror any part of any Services or REISift Materials; (x) access any Services or REISift Materials in order to build a competitive product or service; (xi) reverse engineer any Services or REISift Materials; (xii) circumvent any data limits described in the Sales Confirmation or otherwise described in the Services; (xiii) use Services or REISift Materials in any way that violates this Agreement or any Laws; or (xiv) assert, nor will You authorize, assist or encourage any third party to assert, against Us or any of Our affiliates, customers, vendors, business partners or licensors, any patent infringement or other intellectual property infringement claim regarding any Services.


  1. Customer Data. You will (i) be solely and completely responsible for the accuracy, quality and legality of any and all Customer Data and the means by which You acquired Customer Data, and the use of the same by You and any Authorized User; and (ii) not upload, store or otherwise make available on the Services software any Customer Data that contains Malicious Code or that violates any Laws, including any third-party intellectual property rights. Without limiting the generality of the foregoing, if Customer Data includes any personal information of individuals, You will ensure that Your and each Authorized Users’ collection and submission into the Services of the same, and Your, each Authorized Users’ and Our use and storage of the same as contemplated by this Agreement complies with all Laws, including any Laws relating to the consent of or disclosure to consumers with respect to the collection, use or disclosure of such information as contemplated by this Agreement. If We receive information indicating or otherwise reasonably believe that Customer Data may violate Laws or any third-party rights, We may notify You and, in such event, You will promptly remove such Customer Data from the Services or modify such Customer Data in order to resolve the potential violation. If You do not promptly take required action in accordance with the preceding sentence, We may unilaterally disable and delete the applicable Customer Data.


  1. Your Obligations. You will employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to (i) prevent unauthorized access to or use of Services, and will promptly notify Us of any such unauthorized access or use; (ii) securely administer the distribution and use of all Access Credentials and Customer Data and protect against any unauthorized access to or use of the Services, Access Credentials and Customer Data; and (iii) control the content and use of Customer Data. 


  1. User Generated Content. Our Services may contain message boards, forums, bulletin boards, accounts, and other features that allow you and other users to publish, post, submit, transmit or display (collectively, “post”) information (including messages and other content) on or through Our Services to other users of Our Services or third parties (“User Generated Content”). We do not approve or endorse any User Generated Content, and We have no control over the quality, correctness, timeliness, safety, truth, accuracy or legality of any User Generated Content provided by You or any other person or entity. You are solely responsible for the quality, correctness, timeliness, safety, truth, accuracy or legality of your User Generated Content. You may find User Generated Content posted by other users to be offensive, harmful, indecent, inaccurate or deceptive. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect to User Generated Content. Please use caution and common sense, and do not rely solely on User Generated Content published through Our Services. Without limiting the generality of the foregoing, and although We do not regularly review User Generated Content, We reserve the right, but not the obligation, to remove or edit any User Generated Content.


  1. Community Standards. These community standards apply to any and all access or use of Our Services and User Generated Content. All access or use of Our Services and User Generated Content must, in its entirety, comply with all Laws. Without limiting the foregoing, your access and use of Our Services and User Generated Content must not:


  • Contain or promote any material that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to Us or third parties or that infringes on Our or any third party’s rights of publicity or privacy;
  • Promote, contain or cause sexually explicit or pornographic material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, color, pregnancy, national origin, handicap, marital status, veteran status, gender identity or expression, genetic information or any other characteristic protected by Law;
  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person (including Our rights);
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under Laws or that otherwise may be in conflict with this Agreement or Our privacy policy;
  • Contain or promote any material that is false, inaccurate or misleading;
  • Represent or promote a personal opinion as that of REISift, or, to the extent you have an affiliation with us, represent or promote a personal opinion without disclosing Your affiliation and including a disclaimer that Your views do not represent Our views (for instance, “the views in this posting reflect my personal views and do not represent the views of REISift”);
  • Circumvent user authentication or security of any host, network or account;
  • Promote any illegal activity, or advocate, promote or assist any unlawful act;
  • Involve, contain or cause commercial advertisements or solicitations, including contests, sweepstakes, other sales promotions, barter or advertising, without Our prior written consent, which consent may be withheld in Our sole discretion;
  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
  • Interfere with or disrupt Our Services, or disobey any requirements, procedures, policies or regulations provided to You from time to time in connection with our Services (including this Agreement or Our privacy policy);
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
  • Involve or contain federally trademarked or copyrighted information without Our prior written permission;
  • Contain, constitute or transmit chain letters, mass mailings, political campaigning or any form of “spam”; or
  • Contain, transmit or cause any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that encompass contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.


  1. Transmissions, Submissions and Postings to Our Services. 


  1. You are solely responsible for all Your transmissions, submissions or postings (for example, Your own User Generated Content) and the consequences of transmitting, submitting or posting them. We assume no liability for any action or inaction regarding transmissions, submissions or postings by You or any other user or third party.


  1. Although We do not regularly review your transmissions, submissions or postings, We may, at Our sole discretion and at any time, edit, refuse to post or remove Your transmissions, submissions or postings. We may review transmissions, submissions or postings made by You to determine, in Our sole discretion, Your compliance with this Agreement. 


  1. Without limiting the foregoing, We have the right to:


  • Take any action with respect to any User Generated Content that We deem necessary or appropriate, in Our sole discretion, including removal of any User Generated Content if We believe, in Our sole opinion, that such User Generated Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of Our Services or the public or could create liability for Us;
  • Take appropriate legal action, including referral to law enforcement for any illegal or unauthorized use of Our Services; or
  • Terminate or suspend Your access to all or part of Our Services for any or no reason, including any violation of this Agreement.


  1. Without limiting the foregoing, We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing Us to disclose the identity or other information of anyone posting any materials on or through Our Services. YOU WAIVE AND HOLD US (AND OUR AFFILIATES, LICENSEES AND SERVICE PROVIDERS) HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF THEIR INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.


  1. Third Parties; Third-Party Materials. 


  1. You are responsible for your interactions and exchanges with other REISift users. We will not be responsible for any communication, interaction or provision of services between or among REISift users whatsoever. You agree and understand that (i) We have no control over the conduct of any REISift user; (ii) any claims or causes of action arising out of any action or inaction of any REISift user will be exclusively between You and such user, and not Us; and (iii) We disclaim any and all liability relating to your interactions with any REISift user. Any representations made to You by any REISift user are made solely at the discretion of such user and We have no way to monitor or validate, and will not be responsible or liable in any way for, any representations or statements made to You by any REISift user. We will have no liability to You for any statements or representations made by any REISift user to You as a result of Your use of Our Services.


  1. There may be provided on or through Our Services links or access to other websites, mediums, content or materials belonging to our advertisers, business partners, affiliates and other third parties. Such links and access do not constitute Our endorsement of those third parties, nor the products or services of those third parties. We are not responsible for the activities or policies of those third parties. We accept no responsibility for such third parties or for any loss or damage that may arise from Your use of the third-party links or the products or services of those third parties. We do not guarantee that the terms, prices or other content offered by any advertiser, business partner, affiliate or other third party on or through Our Services are accurate or the best terms or lowest prices available in the market.


  1. You acknowledge and agree that We are not responsible for any third-party materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. All third-party materials and links are provided solely as a convenience to You. If You decide to access any of the third-party websites or mediums, You do so entirely at Your own risk and subject to the terms and conditions of use of such third-party websites and mediums.


  1. Subcontractors. You acknowledge and agree that We may subcontract to all or a portion of the Services to Our affiliates or other third parties from time to time, and hereby provide Your affirmative consent regarding the same. 


  1. Proprietary Rights.

 

  1. Reservation of Rights. Nothing in this Agreement grants any right, title or interest in or to (including any license under) any intellectual property rights in or relating to, the Services or REISift Materials whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Services and the REISift Materials are and will remain with Us or Our licensors (as applicable). As between You and Us, We have and will retain sole control over the operation, provision, maintenance, and management of the Services.


  1. License to Use Feedback. You and Your Authorized Users hereby grant Us a worldwide, perpetual, irrevocable, transferable and royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, User Generated Content or other feedback provided by You or any Authorized User relating to the operation of the Services (collectively, “Feedback”). Any improvements, enhancements or other modifications to the Services or REISift Materials created, prepared, produced, authored, edited, amended, conceived or reduced to practice by Us (whether alone or together with You or any other third party or parties) arising out of or relating to such Feedback are and will remain Our sole and exclusive property. 


  1. Representations and Warranties; Disclaimer of Warranties.


  1. By You. You represent and warrant that (i) You have the right, power and authority to enter into this Agreement, which constitutes a legal, binding obligation; (ii) by entering into this Agreement, You are not violating the terms of any other agreements with third parties; (iii) You will comply with Your obligations pursuant to this Agreement; (iv) You will comply with all Laws; (v) You will, at Your own expense, maintain all certifications, credentials, licenses and permits necessary to use the Services or to perform Your obligations and any activities related to Your obligations under this Agreement; and (vi) You will not, directly or indirectly, re-sell, transfer for commercial purposes, market, deliver, distribute, ship, copy, duplicate, reproduce, license, modify or create derivative works from any Services, without Our express prior written consent. For the avoidance of doubt, You are solely responsible for compliance related to the manner in which You choose to use the Services, including Your transfer and processing of Customer Data.


  1. By Us. We represent and warrant that (i) We have the right, power and authority to enter into this Agreement, which constitutes a legal, binding obligation; (ii) by entering into this Agreement, We are not violating the terms of any other agreements with third parties; and (iii) We will comply with Our obligations pursuant to this Agreement. For any breach of an above warranty, Your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” paragraphs in Section 4 of this Agreement.


  1. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7, ALL SERVICES ARE PROVIDED “AS IS” AND WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WE MAY CHANGE, SUSPEND OR DISCONTINUE THE SERVICES (IN WHOLE OR IN PART) , OR MAY CHANGE, SUSPEND OR DISCONTINUE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF THE SERVICES (IN WHOLE OR IN PART), AT ANY TIME AND FROM TIME TO TIME. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL CONTINUE TO BE PROVIDED, FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE (INCLUDING THAT WE MAKE NO WARRANTY OF ANY KIND THAT ANY SKIP TRACING, MAILING, FEATURES OR OTHER RESULTS IS SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE). ANY THIRD-PARTY MATERIALS INCLUDED IN THE SERVICES ARE PROVIDED “AS IS” AND SUBJECT TO ANY APPLICABLE THIRD-PARTY TERMS AND CONDITIONS. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH THIRD-PARTY MATERIALS.


  1. Limitation of Liability. 


  1. EXCLUSION OF DAMAGES. IN NO EVENT WILL WE OR ANY OF OUR LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, GOODWILL, REVENUE OR PROFIT OR DIMINUTION IN VALUE, WORK STOPPAGE, ENVIRONMENTAL DAMAGE OR LOSS BY REASON OF SHUTDOWN OR NON-OPERATION; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (iii) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (iv) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE DUE TO A FORCE MAJEURE EVENT. ANY ACTION FOR BREACH OF THE AGREEMENT MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION HAS OCCURRED. YOU MUST PROVIDE US WITH TIMELY NOTIFICATION OF ANY CLAIMS.


  1. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF US AND OUR LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO US UNDER THIS AGREEMENT DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 


  1. Insurance. You will, at Your own expense, maintain and carry in full force and effect, all types and amounts of insurance required by Law, including general liability insurance, with financially sound and reputable insurers. For the avoidance of doubt, You acknowledge and agree that We do not and will not provide any insurance to You.


  1. Indemnification. 


  1. Indemnification. You will indemnify, defend, and hold harmless Us and Our directors, officers, shareholders, employees, contractors, agents, representatives and affiliates (collectively, the “Indemnified Group”) from and against any and all actions (including subpoenas, interrogatories, responses, depositions, diligence requests, document requests and other requests or notices to produce documents or testify, claims, liabilities, damages, losses and expenses, including advancement of attorneys’ fees and paralegal fees and other costs and expenses (including travel expenses, travel time, per diem, time spent by Us or any of the Indemnified Group in responding to any subpoena, request or notice (including any attempt to quash, limit, obtain protection from or respond to any subpoena or other request or notice, as well as time spent in trial preparation and serving as a witness), then-current hourly rates for Our or any of the Indemnified Group’s (including any employee’s or contractor’s) time and other legal, accounting and other costs and expenses, whether suit is instituted or not (and including any mediation, arbitration, hearing or trial), and if instituted, whether at the pretrial, trial or appellate level, arising out of or related to (i) Customer Data; (ii) a breach of this Agreement by You or any of Your Authorized Users, officers, directors, employees, agents, representatives or affiliates, including any representations and warranties made within this Agreement; and (iii) the acts, errors or omissions of You or any of Your Authorized Users, officers, directors, employees, agents, representatives or affiliates, including any acts, errors or omissions related to Your access or use of the Services (including any outputs or analysis of the Services and any disclosure or access to the Services, whether intentional or inadvertent and whether for diagnostic, enforcement or other purposes).


  1. Indemnification Procedures. We will provide You with prompt notice of any claim for which indemnification is sought, except that failure to provide such notice will not excuse Your indemnification obligations under this Section 10. You will not enter into any settlement or compromise of any such claim without Our prior written consent. You will pay any and all costs, damages and expenses, including attorneys’ fees and costs (even if incident to any appeals) awarded against or otherwise incurred by Us in connection with or arising from any such indemnified claim, suit, action or proceeding. Your obligations under this Section 10 will in no manner be affected by the existence or non-existence of insurance. Our right to indemnity under this Agreement will arise notwithstanding that joint or concurrent liability may be imposed on both You and Us or Your or Our affiliates and subsidiaries by statute, ordinance, regulation or otherwise. From time to time, REISift may demand payment of the amounts due to REISift (or advanced for purposes of attorney’s fees and paralegal fees and other costs and expenses) pursuant to the indemnification obligations under this Section 10, and Client will pay to REISift such amounts due (or advanced (as applicable)) immediately upon receipt of such written demand.


  1. Mitigation. If the Services (in whole or in part) are, or in Our opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party intellectual property right or Law, or if You or any Authorized User’s use of the Services are enjoined or threatened to be enjoined, We may, but are not obligated to, at Our option and sole cost and expense, and, without limiting anything set forth in Section 8 of this Agreement, as Your sole and exclusive remedy for any such claim: (i) obtain the right for You to continue to use the Services as materially contemplated by this Agreement; (ii) modify or replace the Services, in whole or in part, to seek to make the Services (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services under this Agreement; or (iii) by written notice to You, terminate this Agreement with respect to all or part of the Services, and require You to immediately cease any use of such terminated Services, in which case, We will refund You any prepaid Fees covering the remainder of the Term after the effective date of termination (which will be prorated, if necessary).


  1. Confidential Information. All of Our non-public, confidential or proprietary information, including materials, specifications, samples, patterns, designs, plans, programs, sales methods, drawings, documents, data, business operations, customer lists, pricing, technology, software, methods, trade secrets, intellectual property and other know-how, disclosed by Us to You, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” is confidential, may be used solely for the purpose of performing pursuant to this Agreement, and may not be disclosed or copied unless authorized by Us in writing. Upon Our request, You will promptly return all documents and other materials received from Us. We will be entitled to equitable relief (including an injunction or temporary restraining order), in addition to any other relief or remedies, without the need to post bond or other security, for any violation of these confidentiality obligations. These confidentiality obligations will not apply to information that is in the public domain through no fault of Yours.


  1. Audits. We or Our nominee (including Our IT specialists, accountants and auditors) may, in Our sole discretion, inspect and audit Your use of the Services under this Agreement at any time. All audits will be conducted during regular business hours. You will make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by Us or on Our behalf with respect to such audit. If the audit determines that Your use of the Services exceeded the usage permitted by this Agreement, You will pay Us, within three days of written request, (a) all amounts due for such excess use of the Services, plus interest on such amounts, as calculated pursuant to Section 3(c) of this Agreement; and (b) all costs incurred by Us in conducting the audit. 


  1. Restrictive Covenants. From the Effective Date until the date that is 12 months after the termination or expiration of the Term, You will not, without Our prior written consent, on Your own behalf or on behalf of any other person or entity, directly or indirectly, (a) solicit or divert, or attempt to solicit, or divert the business of any then-existing REISift client, customer, supplier, vendor, contractor, employee, or lead generator with whom You had contact with, or about whom You learned (i) the identity of or (ii) confidential information about in any way that would adversely affect Our business; or (b) create, market, sell or distribute the Services or any services that are substantially similar to the Services. 


  1. Certain Acknowledgments. You expressly acknowledge and agree that (a) We may offer different or additional technologies or features in connection with or related to the Services, whether now or in the future, and Your purchase of the Services does not entitle You to any different or additional technologies or features other than the Services, and You will have to pay additional fees in order to use or access such different or additional technologies or features; (b) We may currently or in the future be providing services similar or identical to the Services or any services that You provide for Ourselves or third parties, and nothing in this Agreement will be construed as a representation or agreement that We will not provide the Services or any services similar or identical to the services that You provide or compete with You; (c) We may be pursuing now, or may pursue in the future, other opportunities for investing in, acquiring, partnering with, providing services to, or otherwise conducting business or forming alliances with businesses competing with You, operating in the same or similar industry as You, serving the same customers as You or using similar technology used by You; (d) this Agreement is supported by reasonable and valuable consideration, including your ability to download, install, access or use Our Services; (e) You have the capacity to be bound by this Agreement, or if You are acting on behalf of a company or other entity, that You have the authority to bind such company or entity; and (f) in order to determine your compliance with this Agreement, We may monitor Your access and use of Our Services.


  1. Miscellaneous. 


  1. Independent Contractors. The relationship between You and Us is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between us, and neither You nor We will have authority to contract for or bind the other in any manner whatsoever. 


  1. Force Majeure. We will be excused from performance of Our obligations under this Agreement for any period, and the time of performance will be extended as reasonably necessary under the circumstances, to the extent that We are prevented from performing, in whole or in part, Our obligations under this Agreement, as a result of acts of God, pandemic, epidemic, health crisis, any governmental authority, war, terrorism, civil disturbance, court order, labor dispute or any other cause beyond Our reasonable control, including hurricanes, fire, flood, inclement weather, transportation delays, inability to obtain necessary materials from usual sources and failures or fluctuations in electrical power, heat, light, telecommunication equipment or lines, Internet service provider or any other equipment failure or delay (each, a “Force Majeure Event”).


  1. Publicity. Neither You nor We will make any public statement, announcement or press release regarding this Agreement without the prior written consent of the other; provided, however, that We will not be required to obtain Your consent to make brief, factual references regarding You obtaining Services from Us, and You grant Us a limited, non-transferable, fully paid, royalty-free license to use and display Your logo(s), name(s), mark(s), trade name(s) and trademark(s) in connection with such brief, factual references.


  1. Severability. If any provision of this Agreement is contrary to, prohibited by or deemed invalid under Law, such provision will be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder of this Agreement will not be invalidated thereby and will be given full force and effect as far as possible. If any provision of this Agreement may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision will have the meaning which renders it valid and enforceable.


  1. Amendment; Waiver. This Agreement will not be amended, modified or supplemented, except by Us by posting any such amendment, modification or supplement on Our Services. Amendments will take effect immediately upon us posting such updates on Our Services. We encourage You to periodically check this Agreement for changes, as Your continued access and use of Our Services following the posting of any changes will automatically be deemed Your acceptance of all changes. If You do not agree to any change to this Agreement, You must discontinue using the Services. This Agreement replaces all previous notices or statements with respect to this subject and cannot be modified orally or in writing by any of Our associates, representatives or any other third parties. No waiver by Us of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Us. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege under this Agreement precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


  1. Assignment. You will not assign, transfer, delegate or subcontract any of Your rights or obligations under this Agreement without Our prior written consent. Any change of control by You (including any sale of the majority of Your equity or assets) will be deemed an assignment for purposes of this Agreement. Any purported assignment or delegation in violation of this Section 15(f) will be null and void. No assignment or delegation will relieve You of any of Your obligations under this Agreement. We may at any time assign or transfer any or all of Our rights or obligations under this Agreement without Your prior written consent. All of the terms and provisions of this Agreement, whether so expressed or not, will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective legal representatives, successors and permitted assigns.


  1. No Third-Party Beneficiaries. Except as expressly provided in this Agreement, this Agreement is for the sole benefit of You and Us and our respective successors and permitted assigns and nothing in this Agreement, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


  1. Enforcement Costs. If any civil action, arbitration or other legal proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement (including any enforcement of Section 10 of this Agreement, including enforcing Our right to the advancement of attorneys’ fees and paralegal fees and other costs and expenses), We, if successful in such civil action, arbitration or legal proceeding, will be entitled to recover attorneys’ fees, sales and use taxes, court costs and all expenses even if not taxable as court costs (including all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that civil action, arbitration or legal proceeding, in addition to any other relief to which We may be entitled. Attorneys’ fees will include paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges billed by the attorney to Us. 


  1. Governing Law; Arbitration; Jurisdiction and Venue; JURY WAIVER. 


  1. This Agreement and all transactions contemplated by this Agreement will be governed by, and construed and enforced in accordance with, the Laws of the State of Florida, without regard to conflict of laws rules (whether of the State of Florida or of any other jurisdiction). 


  1. Notwithstanding anything to the contrary in this Agreement, all civil actions, claims, disputes or proceedings arising out of or relating in any way to the performance, interpretation, validity or breach of this Agreement will be referred to final and binding arbitration, before a single arbitrator. The arbitration will be conducted by the American Arbitration Association (the “AAA”) in Okaloosa County, Florida, under the AAA’s rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Section 15(i)(ii). The arbitrator will be selected by You and Us and if You and We are unable to reach agreement on selection of the arbitrator within 30 days after the notice of arbitration is served, then the arbitrator will be selected by the AAA. The arbitrator will decide the substance of all claims in accordance with the Laws of the State of Florida, including recognized principles of equity, and will honor all claims of privilege recognized by Law. Judgment upon any award rendered by the arbitrator is final, binding and conclusive upon You and Us and Your and Our respective administrators, executors, legal representatives, successors and assigns, and may only be entered in the state or federal courts of record for Okaloosa County, Florida. 


  1. Unless You and We agree otherwise, in the event that Section 15(i)(ii) of this Agreement is found not to apply as a result of a decision by the arbitrator or a court order (including any injunctive action regarding a breach or threatened breach of any provision of this Agreement), any civil action or legal proceeding arising out of or relating to this Agreement will be brought exclusively in the courts of record of the State of Florida in Okaloosa County or the United States District Court, Southern District of Florida. You and We consent to the jurisdiction of such court in any such civil action or legal proceeding and waive any objection to the laying of venue of any such civil action or legal proceeding in such court. Service of any court paper may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under Laws.


  1. IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR RELATED TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PERFORMANCE OF THIS AGREEMENT, OR THE RELATIONSHIP CREATED BY THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL WILL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. YOU AND WE HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU OR WE MAY HAVE TO A TRIAL BY JURY. YOU OR WE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF YOUR AND OUR CONSENT TO THIS AGREEMENT OF THE WAIVER OF THE RIGHT TO TRIAL BY JURY. NEITHER YOU NOR WE HAVE MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY THE OTHER REGARDING THE ENFORCEABILITY OF THIS PROVISION. YOU AND WE HAVE EACH READ AND UNDERSTAND THE EFFECT OF THIS JURY WAIVER PROVISION. YOU AND WE EACH ACKNOWLEDGE THAT YOU AND WE HAVE BEEN ADVISED OF THIS AGREEMENT, AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS SECTION 15(i)(iv), BY YOUR AND OUR OWN RESPECTIVE ATTORNEYS.


  1. International Considerations.


  1. Our Services may be subject to United States export control Laws, including the US Export Administration Act and its associated rules, restrictions and regulations. You will not, directly or indirectly, export, re-export or release any of Our Services to, or make any of Our Services accessible from, any jurisdiction or country to which export, re-export or release is prohibited by Law. You will comply with all Laws, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making any of Our Services available outside of the United States (which excludes all United States territories and possessions).


  1. Our Services are controlled, operated and administered by us from our offices within the United States of America. We make no representations that Our Services are permissible, appropriate or available for use in other jurisdictions. If You access any Services from a location outside the United States of America, then You do so by Your own volition and You are solely responsible for compliance with all Laws (including local Laws and any applicable United States export control Laws). You will not use our Services or any Content in a manner prohibited by any Laws.


  1. Notices. All notices, requests and other communications to be given pursuant to this Agreement will be in writing and delivered, if to You, to the address or email address provided by You to Us and, if to Us, to: REISift, 215 Hollywood Boulevard NE, Fort Walton Beach, FL 32548. As part of Your access or use of Our Services, You may receive notifications, text messages, alerts, posts, notices, emails or other communications (including by regular mail). You agree to the receipt of such communications. You also agree that any electronic communication satisfies any legal requirement that such communication be in writing. You are responsible for any messaging or data fees You may be charged for such communications.


  1. Survival; Interpretation. Section 1, Section 2(d), Section 2(e) and Sections 3 through 15 of this Agreement will survive any termination or expiration of this Agreement. This Agreement will not be construed more strongly against any party regardless of who is responsible for its preparation. You and We acknowledge each contributed and is equally responsible for its preparation. The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement and will not limit or otherwise affect in any way the meaning or interpretation of this Agreement. For purposes of this Agreement, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; and the word “or” is not exclusive.