Courted Real Estate, Inc.
Terms & Conditions
PLEASE READ THESE ENTERPRISE TERMS ("TERMS") CAREFULLY BEFORE USING THE SERVICES OR REQUESTING PROFESSIONAL SERVICES (IF APPLICABLE) OFFERED BY COURTED REAL ESTATE, INC. ("COURTED"). BY AGREEING TO ONE OR MORE ORDER FORMS WITH COURTED WHICH REFERENCE THESE TERMS (EACH, AN "ORDER FORM"), YOU ("CUSTOMER") AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE "AGREEMENT") TO THE EXCLUSION OF ALL OTHER TERMS. THESE TERMS INCORPORATE BY REFERENCE COURTED’S PRIVACY POLICY, CURRENTLY LOCATED AT https://courted.io/privacy-policy, OR SUCH SUCCESSOR URL AS COURTED MAY DESIGNATE, WHICH DESCRIBES HOW COURTED COLLECTS, USES, AND DISCLOSES PERSONAL DATA IN CONNECTION WITH THE SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
1. Order Forms; Access to the Service. Upon mutual acceptance, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer's compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Courted grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Courted product(s) and/or service(s) specified in such Order Form (collectively, the "Service," or "Services") during the applicable Order Form Term (as defined below) only for the internal business purposes of Customer, only as provided herein and only in accordance with Courted's applicable official user documentation for such Service (the "Documentation"). For the avoidance of doubt, the Service includes all reports and other materials and information delivered or otherwise provided through use of the Service or in connection with Courted's provision of Professional Services under this Agreement.
2. Professional Services. Upon payment of any applicable fees set forth in each Order Form, Courted agrees to use reasonable commercial efforts to provide standard implementation assistance for the Service and other professional services, in each case, only if and to the extent such assistance and other professional services are set forth on such Order Form (collectively, "Professional Services"). Customer acknowledges that the Professional Services will be performed in cooperation with Customer personnel. Failure to cooperate may impact Courted’s ability to perform the Professional Services in accordance with any timelines or deadlines as mutually agreed upon by the parties or in accordance with this Agreement. In addition, Customer will furnish to Courted such (i) descriptions, specifications, materials, data and other information (collectively, “Professional Services Information”) and (ii) cooperation and support, as reasonably necessary or appropriate for Courted to perform the Professional Services. Customer hereby grants Courted a nonexclusive and royalty-free right and license to use the Professional Services Information solely for the purpose of performing the Professional Services. Customer agrees that in performing the Professional Services, Customer (a) will use and rely primarily on the Professional Services Information and (b) does not assume any responsibility for the accuracy or completeness of any Professional Services Information, and will not undertake to verify its accuracy or completeness.
3. Support; Service Levels. Subject to Customer's payment of all applicable fees, Courted will provide support in accordance with Courted's then-current standard Support Policy and Service Level Objectives, the current version of which is set forth at https://hubs.ly/Q01zFnMy0 or such successor URL as Courted may designate. For the purposes of the Agreement, such support services are included in Professional Services.
4. Service Updates. From time to time, Courted may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge ("Updates"), and such Updates will become part of the Services and subject to this Agreement; provided that Courted shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Courted may make improvements and other modifications to the Services at any time in its sole discretion.
5. Ownership; Feedback. As between the parties, Courted retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Courted for the purposes of this Agreement, including any copies and derivative works of the foregoing. Without limiting the foregoing, all improvements, enhancements, modifications, and derivative works of or to any of the foregoing, whether made by or on behalf of Courted in the course of making the Service available to Customer, providing Professional Services to Customer, using Usage Data or otherwise, shall be and remain the sole and exclusive property of Courted. Notwithstanding the foregoing, the Licensed Data (as defined in Section 9) is owned by Courted and/or its third-party data providers and is licensed, not sold, to Customer as set forth in Section 9. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the "Services" and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Courted with respect to the Service ("Feedback"). Courted acknowledges and agrees that all Feedback is provided "AS IS" and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to Courted a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.
6. Fees; Payment. Customer shall pay Courted fees as set forth in each Order Form ("Fees"). Unless otherwise specified in an Order Form, all Fees shall be invoiced monthly in advance and all invoices issued under this Agreement are payable in U.S. dollars within the time period specified in the Order Form. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. In the event that Courted engages in collection efforts to recover any past due Fees, Customer shall be responsible for all costs and expenses incurred by Courted in connection with such collection efforts, including reasonable attorneys' fees and court costs. Customer shall be responsible for all taxes associated with the Services and Professional Services (excluding taxes based on Courted's net income). All Fees paid are non-refundable and are not subject to set-off. For the avoidance of doubt, Customer shall remain responsible for all Fees due and payable through the end of the current Order Form Term (whether the Order Form Initial Term or then-current Order Form Renewal Term), and early termination of any Order Form or this Agreement shall not relieve Customer of its obligation to pay all Fees that would have become due and payable through the end of such Order Form Term. If Customer exceeds any user, state, market, or usage limitations set forth on an Order Form, then (i) Courted shall invoice Customer for such additional users, states, markets, or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at Courted's then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in accordance with the section entitled "Term; Termination", below), such renewal shall include the additional fees for such excess users, states, markets, and usage. In addition, if Customer adds users, states, markets, or other usage during an Order Form Term (whether by amending an Order Form, submitting an additional online order, or by written agreement (email acceptable)), such addition shall take effect for the remainder of the then-current Order Form Term and the associated Fees shall be payable through the end of such Order Form Term; Customer may not remove or reduce such added users, states, markets, or usage, or the associated Fees, prior to the end of the then-current Order Form Term.
7. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, distribute, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service, in whole or in part; (iv) use or make available the Service, in whole or in part, for the benefit of any third party (including by reselling, sublicensing, or providing access to the Service, or any of the reports or outputs of the Service, to any third party); provided, however, that Customer may export, download, print, and screenshot content, reports, and other materials produced through use of the Service for Customer's own internal business purposes; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service, or any data made available through the Service, to build, train, or improve any product, service, model, or dataset that competes with, replicates, or is substantially similar to any Courted product or service, any Courted data provider (or its products or services), or the Licensed Data, except as may be permitted under Section 9 (Licensed Data; Data Rights); (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (viii) bypass any measures Courted may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (ix) resell, redistribute, sublicense, publish, or otherwise make available to any third party any Licensed Data or other outputs of the Service, except as expressly permitted under Section 9 (Licensed Data; Data Rights); or (x) use any automated means (including scraping, crawling, or harvesting) to access, extract, or compile data from the Service, except through functionality expressly made available by Courted to Customer specifically for such purpose.
Customer is responsible for all of Customer's activity and the activity of all Users in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service and any failure by Customer or any User to comply with Customer's obligations under the Agreement. Customer (a) represents, warrants, and covenants that it shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer's use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws); (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights; (c) shall comply with all (1) data use restrictions, policies, and guidelines that Courted makes available to Customer or otherwise communicates from time to time, including any updates or amendments thereto, and (2) restrictions imposed by Courted's third-party data providers and, to the extent any data made available through the Service is sourced from a Multiple Listing Service ("MLS"), the applicable rules and restrictions of such MLS, and Customer shall not use the Service to conduct any mass emailing, texting, or calling; and (d) shall be solely responsible for ensuring that any outreach, marketing, or other communications that Customer conducts using, through, or based on the Service comply with all applicable laws, including without limitation the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Telemarketing Sales Rule, and all applicable state telemarketing, "do-not-call," and consumer-protection laws, including obtaining and maintaining all consents required to place such calls or texts or to send such communications, honoring all opt-out and unsubscribe requests, and complying with all applicable "Do Not Call" registry and similar requirements. Customer further represents and warrants that it will not use the Service to transmit any unlawful communication, and shall indemnify, defend, and hold harmless Courted from and against any claims, damages, costs, and expenses (including reasonable attorneys' fees) arising from Customer's outbound calls, texts, emails, or other communications made using or through the Service. Any breach by Customer or any User of clause (a), (b), (c) or (d) above shall be deemed a material breach of this Agreement.
Customer is responsible and liable for all actions and inactions by and of its employees, contractors, consultants or by any third party that Customer permits to access or use the Services and Professional Services (if applicable) (collectively "Users"), as if such action or inaction were an action or inaction of Customer. Customer is responsible for maintaining control over Customer's account, including the confidentiality of any login credentials, and is responsible for all activities that occur on or through Customer's account and its Users' accounts. Customer will not, and will not permit Users to, share User account credentials.
8. Customer Data. For purposes of this Agreement, "Customer Data" shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. "Personal Data" means information provided to Courted by or on behalf of Customer in connection with the Services that identifies or relates to an identified or identifiable individual and constitutes "personal data," "personal information," or an equivalent term under applicable data protection or privacy laws; for the avoidance of doubt, Personal Data does not include Licensed Data that Courted makes available through the Services. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Courted, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Courted as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Customer agrees that Courted may process, retain, use, and disclose Personal Data as necessary to provide the Services and Professional Services (if applicable) hereunder and as otherwise permitted under this Agreement, which constitutes a business purpose. If Courted and Customer have entered into a Data Processing Addendum (the "DPA"), the DPA is hereby incorporated by reference into and forms part of this Agreement, and, to the extent of any conflict between this Section 8 and the DPA with respect to the Processing of Personal Data, the terms of the DPA will control. Customer further agrees and acknowledges that Customer Data may be irretrievably deleted if Customer's account is ninety (90) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Courted may internally use and modify (but not disclose) Customer Data for the purposes of providing the Service and Professional Services to Customer. Courted will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data.
9. Licensed Data; Data Rights. Certain data, content, and materials made available to Customer through the Service, including real estate listing and transaction data, agent and other professional profiles and production information, and mortgage, loan officer, title, and related information (collectively, the "Licensed Data"), is owned by Courted and/or its third-party data providers and is licensed, not sold, to Customer. Subject to Customer's continued compliance with this Agreement (including, without limitation, Section 7), Courted grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right to access and use the Licensed Data through the Service, solely for Customer's internal business purposes during the applicable Order Form Term. Without limiting the foregoing, Customer's access to and use of the Licensed Data is subject to all restrictions set forth in Section 7, including any data use restrictions communicated by Courted or required by Courted's data providers (and, where applicable, MLS rules). Customer acquires no right, title, or interest in or to the Licensed Data other than the limited use right expressly granted herein. Customer shall not aggregate, compile, or incorporate the Licensed Data into any independent database, mailing list, or repository maintained outside of the Service, and shall not use the Licensed Data to create, support, or develop any product, service, or database that competes with, replicates, or is substantially similar to the Service or any material portion of the Licensed Data, nor shall Customer sell, sublicense, publish, or otherwise make the Licensed Data available to any third party, in each case other than Customer's retention and use of individual contact or profile information obtained through ordinary use of the Service for the purpose of direct outreach and relationship management in the ordinary course of Customer's business. Following expiration or termination of the applicable Order Form, Customer shall not reproduce or continue to use the Licensed Data except (a) as required by applicable law, or (b) with respect to individual contact or profile information retained in the ordinary course as described above, and Customer shall, upon Courted's written request, delete or destroy any compiled or aggregated copies of the Licensed Data retained outside the Service. Customer acknowledges that the Licensed Data is provided "AS IS" and is subject to the disclaimers set forth in Section 14.
10. Usage Data. Courted may collect and analyze data relating to Customer's use of the Services and Professional Services (if applicable) ("Usage Data"). Usage Data includes information relating to the provision, use, and performance of various aspects of the Services and Professional Services (if applicable) and related systems and technologies (including information provided by third-party analytical tools), for example, whether Customer utilizes one functionality of the Services more than another or whether Customer utilizes the functionality of the Services consistently. Courted may analyze, copy, process, collect, use, disclose, and reproduce Usage Data for the purposes of: (i) complying with a regulatory inquiry or judicial action of a governmental body; (ii) improving, testing, operating, promoting and marketing the Services and Professional Services, and developing new products, services, features, and functionality; and (iii) providing Customer with recommendations, insights, and reporting regarding Customer's own use of the Services. For avoidance of doubt, Courted will not distribute Usage Data to other of Courted's customers.
In addition to Usage Data, Courted may collect, process, and use user-generated content, inputs, feedback, notes, prompts, saved searches, workflow activity, and other similar content or materials created or submitted by Customer or its Users in connection with the Services ("Customer-Generated Content") for the following purposes: (i) improving the platform and enhancing product functionality; (ii) training, fine-tuning, or refining Courted's internal models and algorithms; and (iii) developing new features, products, and services. Courted's use of Customer-Generated Content under this paragraph shall be subject to the same confidentiality obligations applicable to Customer Data under this Agreement, and Courted shall not attribute Customer-Generated Content to Customer or any individual User in any externally published output. For the avoidance of doubt, to the extent any Customer-Generated Content constitutes Personal Data, Courted's use thereof for model training and product development purposes under this paragraph shall be treated as a business purpose under Section 8.
11. Third Party Integrations; Dependencies. The Service may operate on, with, or using application programming interfaces (APIs), models, data, and other services operated or provided by third parties (including data providers and providers of artificial-intelligence services) ("Third Party Services"). The availability and operation of the Service or certain portions thereof may be dependent on Courted's ability to access such Third Party Services, and Courted cannot and does not guarantee that the Service will incorporate (or continue to incorporate) any particular Third Party Service, or that any Third Party Service will be available, uninterrupted, or error-free. Without limiting the foregoing, Courted does not make any representations or warranties with respect to Third Party Services. To the extent Customer elects to connect or integrate any of its own third-party services with the Service, Customer represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access such integrations, and Customer shall indemnify, defend and hold harmless Courted for all claims, damages and liabilities arising out of Customer's use of such integrations in connection with or through the Service. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party's terms and conditions.
12. Term; Termination. This Agreement shall commence upon the Effective Date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless otherwise specified therein, the "Order Form Term" shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order Form (the "Order Form Initial Term"), and (y) unless otherwise specified on such Order Form, following the Order Form Initial Term, shall automatically renew for additional successive periods of twelve (12) months (each, an "Order Form Renewal Term") unless either party notifies the other party of such party's intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable. The Fees in the Order Form will be reviewed and may be adjusted by Courted at renewal by giving Customer written notice thereof at least thirty (30) days prior to the renewal date. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Courted may suspend or limit Customer's access to or use of the Service if (i) Customer's account is more than thirty (30) days past due, or (ii) Customer's use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with Courted's ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) Courted shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Courted shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Courted shall reinstate Customer's use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, license to use Feedback, restrictions on use (i.e., Section 7), restrictions on use of Licensed Data (Section 9), rights to use Usage Data (Section 10), warranty disclaimers, indemnification obligations and limitations of liability. For clarity, any services provided by Courted to Customer, including any assistance in exporting the Customer Data, shall be billable at Courted's standard rates then in effect.
13. Indemnification. Customer ("Indemnitor") shall defend, indemnify, and hold harmless Courted, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives (collectively, the "Indemnitees") from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys' fees) ("Losses"), that arise from or relate to (i) any claim that the Customer Data (including any Personal Data contained therein) infringes, violates, or misappropriates any third party intellectual property or proprietary right, or violates any applicable data protection or privacy law; (ii) any breach by Customer of Section 7 (Restrictions), including without limitation Sections 7(iv), 7(vi), 7(ix), 7(a), 7(b), 7(c), or 7(d); or (iii) any outreach, marketing, or other communications conducted by Customer or its Users using, through, or based on the Service, including any claim that such communications violated any applicable law or breached any non-solicitation, non-competition, confidentiality, or other contractual restriction to which the recipient of such communication was subject. Indemnitee shall provide the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations to the extent the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that without limiting the foregoing, the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor's reasonable expense).
14. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COURTED EXPRESSLY DISCLAIMS ALL GUARANTEES AND WARRANTIES THAT THE SERVICES AND PROFESSIONAL SERVICES WILL ACHIEVE ANY RESULT OR OUTCOME. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT: (I) THE LICENSED DATA AND OTHER DATA, CONTACT INFORMATION, REPORTS, PREDICTIONS, AND CONTENT MADE AVAILABLE THROUGH THE SERVICE ARE SOURCED FROM THIRD PARTIES AND/OR GENERATED USING AUTOMATED OR ARTIFICIAL-INTELLIGENCE METHODS, AND MAY BE INACCURATE, INCOMPLETE, OR OUT OF DATE; (II) COURTED DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY SUCH DATA, OUTPUT, OR AI-GENERATED CONTENT, AND CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING AND VERIFYING IT BEFORE RELYING ON OR ACTING UPON IT; (III) COURTED DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR AVAILABLE AT ALL TIMES, INCLUDING WHERE THE SERVICE DEPENDS ON THIRD-PARTY SYSTEMS, DATA PROVIDERS, OR SERVICES; (IV) COURTED DOES NOT WARRANT THAT ANY AGENT OR OTHER INDIVIDUAL IDENTIFIED THROUGH THE SERVICE IS AVAILABLE FOR RECRUITMENT, HAS CONSENTED TO BEING CONTACTED FOR SUCH PURPOSE, OR MAY BE CONTACTED OR RECRUITED WITHOUT VIOLATING ANY NON-SOLICITATION, NON-COMPETITION, OR OTHER CONTRACTUAL OR PROFESSIONAL OBLIGATION TO WHICH SUCH INDIVIDUAL MAY BE SUBJECT, AND CUSTOMER IS SOLELY RESPONSIBLE FOR MAKING ANY SUCH DETERMINATION BEFORE CONTACTING OR RECRUITING SUCH INDIVIDUAL; (V) COURTED DOES NOT PROVIDE LEGAL ADVICE AND DOES NOT WARRANT OR GUARANTEE THAT ANY CONTACT INFORMATION, MESSAGE TEMPLATES, OR OTHER CONTENT SURFACED THROUGH THE SERVICE COMPLY WITH THE TCPA OR ANY OTHER APPLICABLE TELEMARKETING OR COMMUNICATIONS LAW, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING SUCH COMPLIANCE PRIOR TO USE; AND (VI) COURTED IS NOT A “CONSUMER REPORTING AGENCY,” AND THE SERVICE, THE LICENSED DATA, AND ANY REPORTS, SCORES, OR OTHER OUTPUTS OF THE SERVICE DO NOT CONSTITUTE “CONSUMER REPORTS,” IN EACH CASE WITHIN THE MEANING OF THE FAIR CREDIT REPORTING ACT OR ANY SIMILAR LAW, AND CUSTOMER SHALL NOT USE OR RELY ON THE SERVICE, THE LICENSED DATA, OR ANY SUCH OUTPUTS FOR ANY PURPOSE REGULATED BY SUCH LAWS, INCLUDING DETERMINATIONS OF EMPLOYMENT ELIGIBILITY. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER AND HOW TO USE THE RESULTS OF ITS USE OF THE SERVICES.
15. Limitation of Liability. EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT AND FOR CUSTOMER'S BREACH OF SECTION 7 (RESTRICTIONS) OR SECTION 9 (LICENSED DATA; DATA RIGHTS), IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO COURTED HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
16. Miscellaneous. This Agreement (including all Order Forms and all documents and policies referenced in these Terms) represents the entire agreement between Customer and Courted with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Courted with respect thereto. In the event of any conflict between these Terms and an Order Form, the Order Form shall control only with respect to such Order Form. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York, New York. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address by giving notice in accordance with this Section.
Courted may modify these Terms from time to time. Courted will use commercially reasonable efforts to notify Customer of any such modification, which efforts may include notice by e-mail to the address associated with Customer's account, an in-product notification, or other reasonable means. Any such modification will become effective as of the date specified in Courted's notice of such modification, provided that such effective date shall in no event be later than thirty (30) days after the date such notice is provided (the "Modification Effective Date"). As of the Modification Effective Date, Courted may condition Customer's continued access to the Service upon Customer's acceptance of the modified Terms, and/or may request Customer's affirmative acceptance of the modified Terms, in each case as Courted determines appropriate. For the avoidance of doubt, Courted's right to modify these Terms under this paragraph shall not apply to Order Forms, which may be amended only by a writing executed by both parties.
Courted may identify Customer as a Courted customer and may use Customer's name and logo to do so on Courted's website and in Courted's marketing and promotional materials and customer lists; Customer may revoke this permission at any time upon written notice to Courted.
Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including, without limitation, acts of God, natural disasters, fire, flood, power or Internet failures, denial-of-service or similar attacks, labor disruptions, acts of war or terrorism, civil disturbances, and any law, order, or action of any governmental authority. Customer may not assign any of its rights or obligations hereunder without Courted’s prior written consent. Courted may utilize subcontractors in the performance of its obligations hereunder and may freely assign any of its rights or obligations under this Agreement. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party's rights with respect to such breach or any subsequent breaches.