Terms of Service
1. Definitions
‘Affiliate’ means an entity that controls, is controlled by, or is under common control with a party.
‘Agreement’ means these Terms of Service together with each Order Form, Addendum, the Data Processing Addendum (if separately executed by the parties), the Privacy Policy, and any Schedule.
‘Authorized User’ has the meaning given to ‘End User.’ The terms are used interchangeably throughout this Agreement; obligations applicable to one apply with equal force to the other.
‘BatchData’ means Entree, LLC d/b/a BatchData and its Affiliates.
‘BatchData Data’ means any data, records, fields, attributes, or outputs originated by, licensed to, or made available through BatchData, including data sourced from any third-party data provider, but excluding Customer Data.
‘Covered Person’ means any individual designated as protected under New Jersey Daniel’s Law (N.J.S.A. 56:8-166.1 et seq.) or any comparable federal, state, or local statute restricting disclosure of personal information of judicial officers, prosecutors, law enforcement personnel, child protective investigators, victims of domestic violence or stalking, participants in Address Confidentiality Programs (including Safe at Home programs), or other protected populations, together with the immediate family members of any such individual.
‘Customer’ means any entity or natural person that accesses or uses the Services, including any party that (a) executes an Order Form (“Order-Form Customer”); or (b) creates an account, completes the online signup, supplies billing information, or accesses or uses the Services through BatchData.com or any related portal (“Self-Service Customer”). Acceptance of this Agreement is by clickwrap or signed Order only. Where a Self-Service Customer is a natural person who creates an account on behalf of an entity, that person represents he or she has authority to bind the entity, and the entity is jointly and severally liable as the Customer. (‘Client,’ ‘User,’ ‘Subscriber,’ and ‘Account Holder’ shall each be construed to mean Customer where context permits.)
‘Customer Data’ means data submitted by Customer to the Services. Customer Data does not include BatchData Data or Output Data.
‘Data’ means the data product made available through the Services, including all records, fields, and outputs.
‘Data Protection Laws’ means all federal, state, and local laws and regulations relating to privacy, data protection, data security, or the processing of Personal Data applicable to a party’s performance under this Agreement, including without limitation the California Consumer Privacy Act as amended by the California Privacy Rights Act, the California Delete Act (SB 362), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, the Texas Data Privacy and Security Act, the Texas Data Broker Act (Tex. Bus. & Com. Code Chapter 510), the Oregon Consumer Privacy Act, the Oregon Data Broker Registration Act, the Montana Consumer Data Privacy Act, the Tennessee Information Protection Act, the Iowa Consumer Data Protection Act, the Indiana Consumer Data Protection Act, the Delaware Personal Data Privacy Act, the New Jersey Data Privacy Act, the Maryland Online Data Privacy Act, the Minnesota Consumer Data Privacy Act, the New Hampshire Data Privacy Act, the Rhode Island Data Transparency and Privacy Protection Act, the Vermont Data Broker Law (9 V.S.A. § 2446), the Fair Credit Reporting Act, the Driver’s Privacy Protection Act, the Gramm-Leach-Bliley Act, the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, the Children’s Online Privacy Protection Act, Daniel’s Law, the federal stalking statute (18 U.S.C. § 2261A), and any substantially similar or successor federal or state privacy, data protection, or data broker law enacted or effective after the Effective Date.
‘Effective Date’ means the earliest of: (a) the date specified on the first Order Form executed by Customer; (b) the date Customer first created an account or completed online signup for the Services; or (c) the date Customer first accessed or used the Services.
‘End User’ means any natural person who accesses or uses the Services under or through Customer’s account, including Customer’s employees, agents, contractors, consultants, temporary workers, and any other individual to whom Customer grants or permits access. Customer is responsible for the acts and omissions of all End Users as if they were Customer’s own; any breach by an End User is deemed a breach by Customer. Customer shall ensure that each End User (i) is over the age of eighteen (18); (ii) has agreed to be bound by these Terms; (iii) uses the Services only for the Permitted Applications and a Permissible Purpose; and (iv) safeguards account credentials. Customer shall, on BatchData’s request, provide a current list of End Users and confirmation of the identity-verification steps performed for each End User pursuant to § 6.14.
‘Initial Term’ means the period beginning on the Effective Date and continuing for the duration specified on the applicable Order Form, or for Self-Service Customers the plan term selected at online signup (whether monthly, multi-month, annual, or otherwise). If no term is specified at signup, the Initial Term is a month-to-month term beginning on the Effective Date.
‘Insurance Carrier Use Case Addendum’ means a separately executed addendum to an Order Form governing Customer’s use of the Services for insurance carrier property risk assessment, underwriting, rating, or eligibility workflows. Activation of any insurance-carrier use case requires a fully executed Insurance Carrier Use Case Addendum.
‘Order Form’ means, where the parties so elect, an ordering document executed by both parties that incorporates these Terms and specifies subscription terms (pricing, term, quantity). Order Forms are required for negotiated commercial arrangements; they are NOT required for Self-Service Customers, whose subscription terms are governed by the online signup record together with these Terms. (‘Statement of Work,’ ‘SOW,’ or ‘Work Order’ shall be construed to mean Order Form.)
‘Output Data’ means the records, fields, scores, or other data made available to Customer by the Services in response to a Customer query or batch request.
‘Permissible Purpose’ means a use of the Services and Data that (a) is expressly authorized by the Permitted Applications and the applicable Order or signup record; (b) does not cause the Services or Data to constitute a ‘consumer report’ or otherwise make BatchData or its upstream providers a consumer reporting agency under the FCRA; (c) is consistent with a permitted purpose under DPPA where applicable; and (d) does not violate any Data Protection Law.
‘Permitted Applications’ means lawful uses of the Services within Customer’s ordinary business operations as described in any Order Form, online signup record, or sales documentation, subject to the Prohibited Uses in § 5 and the other restrictions in this Agreement, as the foregoing may be updated by BatchData from time to time on reasonable notice. Notwithstanding any Permitted Applications listed on an Order Form or otherwise, Customer is strictly prohibited from using the Data for purposes not explicitly authorized, including without limitation unlawful marketing, profiling in violation of law, or any use that would cause BatchData or its upstream providers to be deemed a credit reporting agency under the FCRA.
‘Personal Data’ means any information relating to an identified or identifiable natural person, including all such information defined as ‘personal information,’ ‘personal data,’ or any comparable term under applicable Data Protection Laws.
‘Privacy Policy’ means BatchData’s privacy policy located at https://batchdata.com/privacy-policy.
‘Publicly Available Information’ means information that is (a) lawfully made available from federal, state, or local government records, including without limitation county recorder, county assessor, tax authority, court, and Secretary of State records, real estate deeds, mortgages, liens, transaction histories, business filings, and licenses; (b) lawfully made available to the general public by the consumer or from widely distributed media; or (c) made available by a person to whom the consumer has disclosed the information if the consumer has not restricted the information to a specific audience, in each case consistent with Cal. Civ. Code § 1798.140(v)(2) and comparable provisions of other Data Protection Laws.
‘Renewal Term’ means each successive period of the same length as the Initial Term that automatically begins at the end of the Initial Term or each prior Renewal Term, unless Customer or BatchData has delivered timely notice of non-renewal in accordance with this Agreement, the applicable Order Form, or, for Self-Service Customers, the in-product cancellation mechanism made available by BatchData.
‘Security Incident’ means any actual or reasonably suspected unauthorized acquisition, access, use, modification, disclosure, or destruction of Personal Data, or any compromise of credentials used to access the Services.
‘Services’ means the BatchData platform, APIs, websites, MCP Server (where included in Customer’s applicable Order Form), and related services.
‘Suppression File’ means one or more lists maintained by BatchData identifying individuals, records, or attributes to be excluded from output or contact, including (i) Covered Persons; (ii) consumers who have submitted deletion or opt-out requests under any Data Protection Law (including via the California DROP system); (iii) individuals on the federal or state Do-Not-Call registries; and (iv) records subject to fraud, complaint, or law-enforcement holds.
2. Services
2.1 General.
BatchData offers and/or may offer from time to time a variety of Services. Customer may subscribe to one or more Services in accordance with the service and pricing plans (“Plans”) posted on our website(s) from time to time. The canonical Plan document is published at batchdata.com/pricing, and the version in effect at Customer’s Order or signup is incorporated into this Agreement. All Services are intended for Customer’s internal business use only and a Permissible Purpose, except where Customer is acting as an Approved Reseller under a separately executed Reseller Addendum. Without limiting the generality of the foregoing, the Services shall not be used for residential purposes or by persons under the age of eighteen (18).
Services may be modified, updated, canceled or discontinued, in whole or in part, and new service offerings may be introduced, at BatchData’s sole discretion. These Terms of Service may be modified or amended by BatchData from time to time. Any changes that do not materially affect the terms of your Agreement will be effective immediately when published or posted on BatchData’s website. If we make material changes to these Terms, those changes will be effective as of the next Billing Cycle or thirty (30) days from the date on which the modified Terms of Service are posted on our website. Your continued use of the Services after the effective date of the change will act as your consent to the updated Terms of Service.
2.2 Trials.
BatchData may offer free or discounted trials of our Services (a “Trial”), in our sole discretion. If BatchData offers such a Trial, the Trial will be subject to these Terms of Service and/or any other terms as BatchData determines, in its sole discretion, to apply to such Trial. Except as expressly modified by the written terms of a Trial, these Terms of Service govern our provision of Service to you and your receipt and use of Service during any Trial. BatchData may cancel or modify the terms of any Trial at any time and in our sole discretion, without prior notice and without liability. Upon signing up for a Trial, you agree to provide valid payment information. You authorize BatchData to automatically charge the associated Subscription Fees and any other applicable charges to your payment method. To avoid these charges, you must cancel your Trial prior to its end by visiting your membership settings within the application.
2.3 Non-Exclusive License.
Upon BatchData’s acceptance of your Order and conditioned upon your payment of all required license fees when due and continuing compliance with the Agreement, BatchData grants to you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use the Services to which you have subscribed (the “License”), solely for Customer’s own internal business use, in accordance with the Permitted Applications, and for a Permissible Purpose.
Services for which the License entails or includes the ability to access the Service via an app may also require or permit in-app purchases, and may require Customer or the End User to accept additional terms in the app.
Customer shall be responsible for ordering and paying all associated fees for the number of Licenses sufficient to cover all Customer employees, contractors, and other personnel who will use the Services, each of whom will be an End User. Customer will not allow any other person or entity (“Unauthorized Users”) to use or access the Services under Customer’s account, and will take reasonable security measures (including, without limitation, with respect to the protection of passwords) to ensure that Unauthorized Users do not obtain access to the Services. Customer must immediately report to BatchData any use or attempted use of the Service by any Unauthorized Users. BatchData may, but shall be under no obligation to, take any action that BatchData deems appropriate with respect to any unauthorized use of its Services, including without limitation, conducting investigations, pursuing civil, criminal or administrative remedies against an identified Unauthorized User, referring the matter to law enforcement or modifying security features of an affected Service, and Customer will use commercially reasonable efforts to cooperate in any action that BatchData may determine to undertake. Notwithstanding any actions that BatchData may take or any other remedies that BatchData may pursue with respect to any unauthorized use of its Services, Customer will remain liable for payment for all fees, charges and other amounts associated with the use of Services under or through Customer’s account.
If you subscribe to the Services, you will be permitted to access certain content from our websites that is only available to Customers (the “Subscription Content”). Subscription Content means the data outputs, search results, software interfaces, dashboards, and documentation made accessible to paying Customers via Customer’s authenticated account. We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access the relevant Subscription Content only in connection with your use of the Services and for your internal business purposes. This license granted to you does not give you any other rights in our Subscription Content (including any material that we may license from third parties) or the right to share the Subscription Content with anyone else or grant anyone else access to the Subscription Content. We may make modifications, updates, additions, and enhancements to the Subscription Content at any time and from time to time, without notice. We may also remove Subscription Content at any time. BatchData makes no representation, warranty or commitment of any kind with respect to the accuracy or completeness of any Subscription Content.
Upon termination by either party, this License shall immediately terminate, and Customer shall make no further use of the Services or any software associated with the Services, subject to Customer’s continuing post-termination data obligations set forth in § 9.6.
Except as otherwise specifically permitted in this Agreement, Customer may not: (a) modify or create any derivative works of any Service, software, or documentation, including translation or localization (provided that code written to published APIs for licensed software shall not be deemed derivative works); (b) sublicense any Service, software or documentation; (c) permit simultaneous use of any Service or software by more than one user, unless permitted under the applicable License; (d) remove, alter, or use any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the software; (e) publish any results of benchmark tests run on any software to a third-party without prior express written consent from BatchData; (f) copy any software; or (g) expose or transmit the Services, Subscription Content, or Data to any third-party artificial intelligence, machine learning, generative, retrieval-augmented, agentic, or autonomous system, except as expressly permitted by § 32.
2.4 Notice of Material Discontinuation.
For Customers with an active yearly or multi-year contract term, BatchData will provide not less than thirty (30) days’ advance written notice of any material discontinuation of a Service that is expressly included in Customer’s then-active Order Form, except where the discontinuation is required by: (i) a termination, expiration, or material restriction imposed by a third-party data provider or upstream licensor; (ii) a change in applicable law, regulatory requirement, or court order; or (iii) a third-party intellectual property claim requiring cessation of the Service. In those excepted circumstances, BatchData will provide notice as soon as commercially practicable. This notice obligation applies only to Customers with yearly or multi-year contract terms; month-to-month Customers are subject to the standard modification and discontinuation provisions of these Terms.
3. Fees and Payment
3.1 Fees.
Fees for the License and any other Services or products provided hereunder will be as stated in the Service Contract, applicable Order, posted Plan, or online signup record. Fees for the License will be payable in advance on a monthly, multi-month, annual, or multi-year basis, as specified in the Service Contract, Order, Plan, or online signup record (a “Billing Cycle”). Any fees or charges based upon usage or otherwise unable to be determined in advance will be invoiced in arrears. ALL invoices issued by BatchData under this Agreement are due and payable upon receipt. Amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, plus all costs of collection (including reasonable attorneys’ fees, court costs, and collection-agency fees).
3.2 Taxes.
All prices quoted in any Plan are exclusive of sales and use taxes, value added taxes, fees, surcharges, assessments, levies or other costs imposed by any governmental entity upon the Services or in support of a regulatory program, including without limitation and if applicable federal and state Universal Service Fund assessments (“Taxes and Fees”). Customer shall be responsible for the payment of all Taxes and Fees associated with the Services.
3.3 Plans and Fees.
We may offer different Plans from time to time. The features included in each Plan are described on one or more designated pages which may be accessed through our website, and are incorporated herein by reference. BatchData reserves the right to change Plans at any time.
3.4 Billing and Payment.
BY ENTERING INTO THIS AGREEMENT, YOU AUTHORIZE BATCHDATA TO CHARGE ALL APPLICABLE FEES (INCLUDING SUBSCRIPTION FEES, USAGE-BASED FEES, CONTACT ENRICHMENT PURCHASES, WALLET TOP-UPS, SETUP OR ONBOARDING FEES, PROFESSIONAL-SERVICES FEES, TAXES, SURCHARGES, LATE FEES, INTEREST, COLLECTION COSTS, AND ANY OTHER AMOUNTS OWED, COLLECTIVELY THE “FEES”) TO YOUR PAYMENT METHOD: (i) AT THE START OF YOUR SUBSCRIPTION OR FIRST USE OF THE SERVICES; (ii) ON A RECURRING BASIS ON EACH BILLING DATE; AND (iii) AS AND WHEN OTHERWISE INCURRED, IN EACH CASE UNLESS AND UNTIL THIS AGREEMENT IS CANCELED IN ACCORDANCE WITH THESE TERMS. Customer must provide current, complete, and accurate information for its billing account and promptly update any changes (such as a change in billing address, credit card number, credit card expiration date, bank account number, or contact email). If Customer fails to provide or timely update any of the foregoing information, Customer agrees that BatchData may continue to charge any payment mechanism associated with Customer’s account. If BatchData is unable to process Customer’s payment at any time or for any reason, or if any payment is not received by the due date, then in addition to the Fees Customer shall be responsible for (a) interest under § 3.1; (b) all administrative, transaction, return-item, NSF, and re-processing fees incurred by BatchData; and (c) all costs of collection (including reasonable attorneys’ fees), and Customer’s account may be suspended or terminated under these Terms of Service.
3.5 Changing Subscription Fees.
WE MAY CHANGE OUR SUBSCRIPTION FEES FROM TIME-TO-TIME. CHANGES IN SUBSCRIPTION FEES WILL NOT AFFECT THE SUBSCRIPTION FEES FOR YOUR CURRENT BILLING CYCLE BUT WILL BECOME EFFECTIVE AS OF YOUR FIRST BILLING DATE AFTER WE INSTITUTE THE CHANGE. IF YOU DO NOT AGREE TO SUCH A CHANGE, YOU MAY TERMINATE THE AGREEMENT. Notwithstanding the foregoing, Customers whose Agreements have a yearly or longer Term will be notified of any change in Subscription Fees for the next Renewal Term in advance of the deadline to provide notice of non-renewal.
3.6 Pre-Authorization.
When you enter your initial payment method, we may issue a pre-authorization charge or hold to your payment method to ensure your payment method is valid. The pre-authorization is a temporary pending charge that will be automatically reversed once your payment method is verified; your account will not actually be charged. The pre-authorization charge may take 5–10 days to appear on and to then be deleted from your payment method. If the pre-authorization is successful and your payment method is verified, you will be charged for your Services in accordance with your Service Contract, Order or Plan, and these Terms of Service. If the pre-authorization is unsuccessful, your Agreement (or Trial, as the case may be) will not become effective and no Services will be provided to you. BatchData may, but shall be under no obligation to, allow you to submit an alternate payment method.
3.7 No Refunds; Payment Methods; Chargebacks.
(a) No Refunds. Except as otherwise expressly agreed by BatchData in writing, no Fees or other amounts paid or prepaid for any Service are refundable, regardless of the payment method used. This no-refund policy applies to all Fees, including, without limitation, Subscription Fees, usage-based fees, contact enrichment purchases, wallet top-ups, setup fees, and professional-services fees, and applies regardless of whether payment was made by credit card, debit card, ACH transfer, wire transfer, check, electronic funds transfer, third-party payment processor, or any other method accepted by BatchData.
(b) Customer Inactivity. In the event of Customer inactivity, defined as no login or API activity for a period of at least one (1) year, BatchData reserves the right to review and adjust the wallet balances associated with Customer’s account to $0.00, subject to applicable unclaimed-property laws.
(c) Subscription Cancellation. In the event of Customer subscription cancellation, any unused wallet balance will be deleted six (6) months after account access is suspended, subject to applicable unclaimed-property laws.
(d) Chargebacks; Disputes. Customer shall first contact BatchData in writing through BatchData’s billing contact mechanism available at batchdata.com/contact within thirty (30) days after the disputed charge and allow BatchData a reasonable opportunity (not less than fifteen (15) business days) to investigate and respond before initiating any chargeback, dispute, or reversal with the payment processor or card network; failure to dispute within that window constitutes Customer’s irrevocable acceptance of the charge. If Customer initiates a chargeback without first complying with the foregoing process, Customer shall pay BatchData a $50 chargeback-handling fee per occurrence in addition to the disputed amount, and BatchData may immediately suspend or terminate Customer’s account, retain any wallet balance, and pursue all rights and remedies under § 3.1, § 9, § 11, and § 12.
(e) Acknowledgment. Customer acknowledges that the no-refund and no-chargeback policies in this Section reflect a material allocation of risk that is reflected in the Fees.
3.8 Wallet Balance Expiration.
Wallet balances: (a) are non-interest bearing; (b) are non-refundable except where prohibited by law; (c) may be drawn down only against Services rendered; (d) EXPIRE on the earlier of (i) twelve (12) months after the most recent top-up or use, or (ii) termination of this Agreement, in each case to the maximum extent permitted by applicable unclaimed-property law; (e) upon termination by BatchData for Customer’s breach, ALL unused wallet balances are forfeited as additional liquidated damages, the parties stipulating that this represents a reasonable pre-estimate of administrative and re-onboarding costs and is not a penalty; and (f) where applicable unclaimed-property law preempts forfeiture, BatchData will comply with such law and may deduct a reasonable administrative service fee.
3.9 Contact Enrichment Successful Updates & Charges.
3.10 Attorneys' Fees — Collection Actions.
4. Term
5. Customer Obligations and Acceptable Use
5.1 Customer Representations, Warranties, and Covenants.
Customer represents, warrants and covenants that:
(a) All information the Customer provides to us under this Agreement or in an Order, or otherwise communicates to us during the Term, is accurate.
(b) Customer shall obtain all required consents of any person with whom Customer communicates using data derived from the Services. Customer shall honor all opt-outs and consent revocations received from any person, and Customer is solely responsible for doing so.
(c) Customer will promptly report to BatchData any errors, bugs, unauthorized access methodologies or any breach or suspected breach of our intellectual property rights that it experiences or uncovers in connection with its use of the Services.
(d) Customer will use the Services only in a manner that is acceptable under this Agreement and BatchData policies. Without limiting the generality of the foregoing, the following are prohibited or unacceptable uses of the Services, and Customer covenants that it will not:
Use the Service or any data derived therefrom for other than Customer’s legitimate business purposes and a Permissible Purpose;
Use the Services for any marketing or telemarketing except in strict compliance with all governing laws, including the TCPA, the Telemarketing Sales Rule, the CAN-SPAM Act, state mini-TCPA statutes, and all federal and state Do-Not-Call registries;
Use the Services in a manner that is actually or potentially libelous, threatening, harmful, harassing, indecent, obscene, in violation of the intellectual property rights of any person or so as to cause nuisance, annoyance or inconvenience to any person;
Violate the publicity or privacy rights of another individual;
Create or compile, directly or indirectly, any collection, compilation, or other directory from any content displayed through the Services except for Customer’s internal, legitimate business use;
Modify the Service or include or combine the Services or any data derived therefrom with any other service or product of any kind, except as expressly authorized herein;
Access or use the personal or confidential information of any third party without their permission, or attempt to do so;
Use the Service for purposes of competitive analysis or the development or provision of a competing service or product;
Use the Services in any way that could damage, disable, overburden or impair any of our servers, or the networks connected to any of our servers, including by submitting query volumes, scraping patterns, or automated traffic that exceeds the published rate limits or usage thresholds applicable to Customer’s Plan;
Attempt to gain unauthorized access to any part of the Services and/or to any service, account, resource, computer system and/or network connected to any of our servers;
Impersonate another person, act as another entity without authorization, or create multiple accounts;
Deep-link to the Services or access the Services manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy or monitor any portion of the Services or any content or data available through the Services;
Extract, select or draw out any data element for any use except as expressly authorized herein; or
Engage in any other unlawful, fraudulent or malicious conduct, including the use of the Services to stalk, surveil, harass, threaten, or facilitate physical or emotional harm to any individual, or to locate or contact any Covered Person, any individual enrolled in an Address Confidentiality Program or Safe at Home program, or any individual subject to a documented confidentiality designation.
(e) Customer represents and warrants that it (and its principals, owners, officers, directors, and any controlling Affiliates) is not (i) named on any U.S. government denied-party list, including the OFAC Specially Designated Nationals (SDN) List, the BIS Entity List, the State Department Debarred Parties List, or any comparable list maintained by a foreign government; (ii) located, organized, or resident in a country or territory subject to U.S. comprehensive sanctions or embargoes; or (iii) owned, 50% or more individually or in the aggregate, by any party described in (i) or (ii).
(f) Customer represents and warrants that it has obtained and shall maintain all licenses, permits, registrations, and authorizations required by applicable law for its use of the Services and Data, including, where applicable, data-broker registrations under Cal. Civ. Code § 1798.99.80 et seq., 9 V.S.A. § 2446 (Vermont Data Broker Law), the Texas Data Broker Act (Tex. Bus. & Com. Code Chapter 510), and the Oregon Data Broker Registration Act. Customer shall notify BatchData promptly if any such license, permit, registration, or authorization lapses, is revoked, or is denied.
(g) Customer represents and warrants that it complies with all applicable anti-corruption, anti-bribery, and anti-money-laundering laws, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. § 78dd-1 et seq.) and the UK Bribery Act 2010. Customer has not, and will not, offer, give, or promise anything of value to any government official, political party, or private individual to obtain or retain any benefit in connection with this Agreement.
(h) Customer represents and warrants that it shall not use the Services or Data to violate any applicable federal, state, local, or foreign law, including FCRA, TCPA, GLBA, DPPA, CAN-SPAM, fair-housing laws, fair-credit laws, anti-discrimination laws, and any Data Protection Law, including but not limited to Daniel’s Law (New Jersey) and any similar state or federal shield laws. Customer specifically warrants that it actively screens against and suppresses any outreach to protected individuals under such laws. Customer shall maintain commercially reasonable policies and procedures designed to ensure such compliance and shall, upon BatchData’s reasonable request (no more than once per twelve (12) month period absent a confirmed Security Incident, reasonable suspicion of breach, or a compliance audit initiated by BatchData’s underlying data providers), provide a written certification of compliance signed by an authorized officer, as well as proof of consent logs, opt-out compliance, and data suppression lists. Customer acknowledges and agrees that it acts as an Independent Controller with respect to any Data accessed, downloaded, or integrated via the Services, and is solely responsible for establishing a lawful basis for processing and honoring data subject rights.
(i) Customer represents and warrants that it maintains, and shall continue to maintain throughout the Term, commercially reasonable insurance coverage appropriate to the nature of its business and its use of the Services, including commercial general liability, technology errors and omissions, and cyber liability coverage. Enterprise customers and Approved Resellers shall maintain coverage at the minimum levels specified in the applicable Order Form or Reseller Addendum. Upon BatchData’s reasonable written request, Customer shall provide certificates of insurance evidencing the foregoing coverage within ten (10) business days of such request.
6. Use Restrictions
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8 Delivery of Data and Format.
6.9 Independent Controllers.
With respect to all Personal Data processed in connection with the Services, BatchData and Customer are independent Controllers (or independent businesses, as applicable under state Data Protection Laws). Neither party is a Processor, Service Provider, or Contractor of the other, and the parties are not joint Controllers, joint Processors, or in any agency, partnership, or fiduciary relationship as to such Personal Data. Each party shall (a) determine its own purposes and means of processing; (b) maintain its own privacy notices and lawful bases; (c) respond to data-subject rights requests directed to it; and (d) bear sole responsibility for its compliance with applicable Data Protection Laws. Nothing in this Agreement shall be construed to create a controller-processor relationship between the parties unless the parties enter into a separately executed Data Processing Addendum that expressly so provides.
6.10 CCPA Third-Party Status; Flow-Down of Privacy Obligations.
6.11 Daniel's Law; Covered Person Protections.
(a) Prohibited Uses. Customer shall not, and shall not permit any End User or downstream recipient to, use the Services or any Data to (i) identify, locate, surveil, contact, or harass any Covered Person; (ii) disclose the home address or unpublished telephone number of any Covered Person to any third party; or (iii) facilitate any action that violates Daniel’s Law (N.J.S.A. 56:8-166.1 et seq.) or any comparable Covered Person law.
(b) Suppression File. Customer shall (i) check the most current Suppression File at the time of every API call and batch request via BatchData-provided mechanisms; (ii) configure its systems to automatically exclude Covered Persons from any search result, list, or output; and (iii) certify suppression compliance in writing to BatchData on request.
(c) Forwarding of Takedown Requests. If Customer receives a takedown, deletion, or non-disclosure request from any individual claiming Covered Person status, Customer shall forward the request to BatchData through BatchData’s privacy request portal at batchdata.com/privacy within twenty-four (24) hours, shall immediately suppress that individual from Customer’s systems, and shall not contact the individual except as directed by BatchData.
(d) Downstream Flow-Down. Customer shall promptly transmit suppression, deletion, opt-out, and takedown instructions to all End Users, resellers, contractors, agents, and downstream recipients to whom Customer disclosed the affected data, and shall certify compliance upon BatchData’s request.
(e) Indemnification. Customer shall defend, indemnify, and hold harmless BatchData and its Affiliates from any claim, suit, fine, penalty, or judgment arising out of or relating to (i) Customer’s or any End User’s breach of this Section; (ii) Customer’s failure to suppress a Covered Person; or (iii) any disclosure or use of Covered Person data through Customer’s account. This indemnity is independent of the general indemnification in this Agreement and is not subject to any cap on liability.
(f) Liquidated Damages. As liquidated damages and not as a penalty, Customer shall pay BatchData $1,000 per Covered Person record disclosed, contacted, or otherwise misused in breach of this Section, plus all costs of defense and remediation, plus injunctive relief without bond.
(g) No Cap. The limitations of liability in this Agreement shall NOT apply to Customer’s obligations under this Section.
(h) Public-Records Disclaimer. The Publicly Available Information character of any Data (as acknowledged in § 6.26) does not exempt Customer from this Section.
6.12 No Consent Included; Customer Solely Responsible for Outreach.
6.13 FCRA Pre-Use Certification.
6.14 End-User Eligibility; Know-Your-Customer Obligations.
(a) Customer shall ensure that every End User permitted to access the Services is (i) a natural person at least 18 years of age; (ii) a verified employee, contractor, or agent of Customer or an entity for whom Customer has documented a legitimate business need; (iii) bound by a written agreement (which may be a clickwrap acceptance) containing terms at least as restrictive as this Agreement; and (iv) not located in any country or territory subject to U.S. comprehensive sanctions or embargoes.
(b) Customer shall maintain a current End User register including legal name, business name, business email, business address, and stated business purpose, and shall provide the register to BatchData within ten (10) business days of request.
(c) Customer shall conduct reasonable identity verification of each End User at onboarding, including verification of business existence (EIN, state registration), business contact information, and business address, and shall re-verify at least annually.
(d) Customer shall promptly disable End User access upon termination of the End User’s relationship with Customer, actual or suspected misuse, any breach of this Agreement, or BatchData’s request.
(e) Customer is responsible for the acts and omissions of every End User as if they were Customer’s own.
6.15 DPPA Compliance.
6.16 GLBA Pretexting Prohibition.
6.17 Anti-Stalking; Anti-Harassment; Domestic Violence Protections.
6.18 HIPAA and Protected Health Information.
6.19 Children's Privacy.
6.20 Suppression Lists.
6.21 Consumer Rights Request Forwarding.
6.22 Anti-Discrimination; Automated Decisioning.
6.23 Compliance Audit.
6.24 Security Controls; Security Incident Notification.
6.25 Approved Reseller Status.
6.26 Publicly Available Information Acknowledgment.
Customer acknowledges that BatchData Data is derived substantially from Publicly Available Information, including real estate records (deeds, mortgages, liens, tax assessor records, transaction histories), business filings, court records, and other information lawfully made available from federal, state, or local government records or widely distributed media. To the extent the Data qualifies as Publicly Available Information, it may be excluded from the definition of ‘personal information’ under the CCPA/CPRA (Cal. Civ. Code § 1798.140(v)(2)) and comparable provisions of other Data Protection Laws. Customer further acknowledges and agrees, however, that the Publicly Available Information character of the Data:
(a) does NOT constitute or evidence consent of any kind for purposes of the TCPA, the Telemarketing Sales Rule, the CAN-SPAM Act, or any state mini-TCPA statute;
(b) does NOT exempt Customer from the prohibitions and obligations of FCRA, DPPA, GLBA, Daniel’s Law, anti-discrimination law, anti-stalking law, the California Delete Act, or any other statute that regulates the use, disclosure, or further dissemination of information based on the use case rather than the source;
(c) does NOT override any Suppression File, takedown request, deletion request, or opt-out received from or through BatchData; and
(d) does NOT entitle Customer to re-disclose, re-publish, aggregate, resell, or use the Data in violation of this Agreement.
6.27 Pre-Foreclosure and Distressed Property Data.
To the extent the Services provide access to data concerning properties subject to mortgage default, notice of default, lis pendens, foreclosure proceedings, or similar distress indicators (“Pre-Foreclosure Data”):
(a) Customer represents and warrants that it is familiar with and will comply with all federal and state laws governing contact with, and solicitation of, homeowners in financial distress, including without limitation California Civil Code §§ 2945 et seq. (Mortgage Foreclosure Consultants), and comparable statutes in each state in which Customer uses Pre-Foreclosure Data;
(b) Customer shall obtain and maintain all licenses, registrations, and surety bonds required by applicable law prior to contacting any homeowner in connection with Pre-Foreclosure Data;
(c) Customer shall not use Pre-Foreclosure Data to offer or provide ‘foreclosure rescue’ services, equity purchase agreements, or loan modification services except in strict compliance with applicable law, including all required disclosures, cancellation rights, and escrow requirements;
(d) Customer shall indemnify BatchData from any claim, fine, penalty, or judgment arising out of Customer’s use of Pre-Foreclosure Data in violation of applicable foreclosure rescue, equity stripping, or homeowner protection law; and
(e) Customer’s liability for breach of this Section is not subject to any cap on liability in this Agreement.
6.28 International Use; Non-U.S. Customers.
(a) U.S.-Focused Data. The Services are designed for use with data concerning U.S. properties and U.S. persons. BatchData does not represent or warrant that the Services comply with the laws of any jurisdiction outside the United States.
(b) Customer Responsibility for Local Law. Customers located outside the United States, or customers who access the Services from outside the United States, are solely responsible for ensuring that their use of the Services complies with all applicable laws of the jurisdiction(s) in which they operate, including without limitation data protection, privacy, and marketing laws.
(c) GDPR and UK GDPR. BatchData does not process personal data of European Economic Area (“EEA”) or United Kingdom (“UK”) data subjects as a data controller or processor under the General Data Protection Regulation (EU) 2016/679 (“GDPR”) or the UK GDPR through the standard Services. To the extent a Customer established in the EEA or UK uses the Services in a manner that involves processing of Personal Data of EEA or UK data subjects, Customer is solely responsible for identifying and establishing a lawful basis for such processing under the GDPR or UK GDPR. BatchData and Customer may separately negotiate a Data Processing Addendum addressing cross-border data flows if required by applicable law.
(d) Prohibited Jurisdictions. Customer shall not access or use the Services from any country or territory subject to U.S. comprehensive sanctions or embargoes, or in violation of any applicable export control law or regulation.
(e) English Controls. This Agreement is in English. To the extent this Agreement has been translated into any other language for convenience, the English version shall control in the event of any conflict or inconsistency.
6.29 BatchData MCP Server.
6.30 No Biometric Data.
6.31 Data Accuracy Acknowledgment.
6.32 Customer Compliance Acknowledgments.
By executing an Order Form or accepting these Terms by clickwrap, Customer expressly acknowledges, agrees, and certifies as follows. Each acknowledgment in this Section is a material term of this Agreement and is independently enforceable:
(a) General. Customer has read, understands, and agrees to be bound by all terms of this Agreement, including all use restrictions, prohibited uses, indemnification obligations, and limitation of liability provisions. Customer acknowledges that the Services are provided for business purposes only and that Customer has legal authority to bind the entity entering this Agreement.
(b) FCRA. Customer acknowledges that the Services are not “consumer reports” and BatchData is not a “consumer reporting agency” as those terms are defined in FCRA, 15 U.S.C. § 1681a. Customer certifies that it will not use the Services or any Data for any purpose that would cause the Services to constitute a consumer report, including as a factor in establishing an individual’s eligibility for credit, insurance, employment, tenant screening, housing eligibility, or any license or benefit granted by a governmental instrumentality. Customer has read, understands, and agrees to § 6.13 in full.
(c) TCPA / DNC. Customer acknowledges that BatchData Data does not constitute, evidence, or establish consent of any kind for calls, texts, emails, or any other communications. Customer is solely responsible for establishing lawful bases and obtaining all required consents before initiating any outreach using Data derived from the Services. Customer represents that it has implemented TCPA-compliant consent management, suppression, and record-keeping procedures and will comply with the TCPA, the Telemarketing Sales Rule, CAN-SPAM, federal and state DNC registry requirements, and all applicable state mini-TCPA statutes. Customer has read, understands, and agrees to §§ 6.4 and 6.12 in full.
(d) Suppression File. Customer acknowledges its obligation to check and honor BatchData’s Suppression File on each API call and batch submission via BatchData-provided mechanisms, to refresh any local cache of Data no less than every thirty (30) days, to immediately suppress any individual upon receiving a BatchData suppression notice, and to propagate suppression instructions to all downstream recipients of Data. Customer has read, understands, and agrees to § 6.20 in full.
(e) Covered Persons. Customer acknowledges the protections afforded to Covered Persons under Daniel’s Law (N.J.S.A. 56:8-166.1 et seq.) and comparable statutes, and accepts in full the obligations set forth in § 6.11. Customer represents that it has implemented technical and administrative controls reasonably designed to prevent the identification, location, or contacting of any Covered Person using the Services or Data.
(g) AI Restrictions. Customer acknowledges the AI Use Restrictions in § 32 in full. Customer represents that it has not used, and will not use, BatchData Data or any output of the Services to train, fine-tune, evaluate, benchmark, or otherwise input to any AI or machine-learning model without BatchData’s prior express written authorization. Customer further acknowledges that where Data feeds into any automated decision-making system that produces legal or similarly significant effects on a consumer, Customer is solely responsible for ensuring compliance with all applicable laws, including the Colorado AI Act and the CPRA ADMT regulations.
(h) Data Accuracy. Customer acknowledges § 6.31 (Data Accuracy Acknowledgment) in full. Customer assumes all risk of reliance on BatchData Data without independent verification. Customer represents that it will not use BatchData Data in any regulatory, financial, or compliance context where data accuracy is a legal requirement without implementing Customer’s own independent verification procedures.
7. Disclaimer of Warranties
7.1
Customer understands and acknowledges that the Services rely on third-party products, services and data, including without limitation, public and private third-party sources of the data that is available through the Services. BatchData cannot and does not make any representation or warranty as to the accuracy, availability or quality of the Services except as expressly provided in these Terms of Service. The data sources and categories of data available through the Services are illustrative and subject to change.
7.2
The Services provided by BatchData include a technology platform and software applications that configure and provide access to information. As part of these Services, and for Customer’s internal business use (see § 2.3), BatchData’s platform may offer functionalities that allow for the organization and management of information. This may include publicly available information accessed directly through the Service and/or Customer Data that Customer obtains from optional third-party services (such as contact enrichment providers) and chooses to integrate with or manage within the platform.
7.3
Customer understands and acknowledges that BatchData is not the originator of the raw data used in its Services, including contact enrichment, but rather licenses this data from various public and private third-party sources. While BatchData integrates and provides access to this data, the underlying contact enrichment and other data services are fundamentally provided by these third parties. BatchData’s ability to provide certain data or Services may be limited or discontinued where BatchData is restricted by rules, regulations, laws, governmental entities, or prohibited by third-party providers.
7.4 Sourcing Disclosure.
BatchData discloses that BatchData Data is derived substantially from Publicly Available Information, including real estate records (deeds, mortgages, liens, tax assessor records, transaction histories), business filings, and other information lawfully made available from federal, state, or local government records or widely distributed media. BatchData Data may also include information derived from licensed third-party sources, which BatchData has obtained under contracts that include representations of lawful sourcing. Notwithstanding the foregoing, BatchData does not warrant the accuracy, completeness, or currency of any BatchData Data, nor does BatchData warrant the consent of any individual for use, contact, or further disclosure of such information. Customer’s sole remedies with respect to data accuracy are set forth in this § 7.
7.5
7.6
7.7
7.8
7.9
7.10
7.11
7.12 Beta Services.
8. Record Retention
8.1 Compliance Records.
8.2 Customer Records.
9. Termination or Suspension
9.1 Termination for Convenience.
9.2 Termination for Cause.
9.3
9.4
9.5
9.6
10. Indemnification
10.1 Limited IP Indemnity by BatchData.
(a) Scope. SUBJECT TO THE LIMITATIONS BELOW, BatchData shall defend Customer against any third-party claim that the Services, as provided by BatchData and used by Customer in strict compliance with this Agreement, infringe an issued U.S. patent or U.S. copyright (the ‘Permitted IP Claim’).
(b) Procedure. Customer must give BatchData prompt written notice; BatchData shall have sole and exclusive control over the defense and settlement; and Customer shall provide all reasonable cooperation. Customer may participate at its own expense with counsel of its choosing.
(c) CAP. BatchData’s aggregate liability under this Section is capped at the LESSER of (i) the fees paid by Customer in the three (3) months preceding the claim, or (ii) US$10,000.
(d) EXCLUSIONS. BatchData has NO obligation under this Section for any claim arising from or relating to (i) any modification or derivative; (ii) any combination with non-BatchData products, services, or data; (iii) Customer Data, Customer’s instructions, or Customer’s choice of configuration; (iv) Customer’s continued use after notice; (v) any beta, evaluation, or pre-release Service; (vi) any open-source component; (vii) any breach by Customer or its End Users; or (viii) any failure of Customer to install or implement updates provided at no charge.
(e) SOLE REMEDY. The remedies in this Section are Customer’s SOLE AND EXCLUSIVE remedy and BatchData’s entire liability for any IP-infringement claim. At BatchData’s sole option, BatchData may (1) procure a license; (2) modify the Services to be non-infringing; or (3) terminate the affected Services and refund pre-paid unused fees.
10.2 AI-Related Indemnification.
11. Limitation of Liability
(A) NO INDIRECT DAMAGES. UNDER NO CIRCUMSTANCES SHALL BATCHDATA BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND EVEN IF FORESEEABLE.
(B) AGGREGATE CAP. BATCHDATA’S TOTAL AGGREGATE LIABILITY UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE FEES PAID BY CUSTOMER IN THE THREE (3) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (II) US$10,000.
(C) ESSENTIAL PURPOSE. THE PARTIES STIPULATE THAT THIS LIMITATION DOES NOT FAIL OF ITS ESSENTIAL PURPOSE EVEN IF ANY REMEDY IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; THIS ALLOCATION OF RISK IS A MATERIAL BASIS OF THE BARGAIN AND IS REFLECTED IN THE FEES.
(d) CUSTOMER CARVE-OUTS. The limitations in (a) and (b) DO NOT LIMIT Customer’s liability for: (i) Customer’s payment obligations under this Agreement (including fees, interest, late charges, and collection costs); (ii) Customer’s breach of § 6 (Use Restrictions, including §§ 6.9–6.32), § 12 (Anti-Resale; Anti-Scraping), or § 13 (Customer Data); (iii) Customer’s indemnification obligations under § 10 and elsewhere in this Agreement; (iv) Customer’s misappropriation, infringement, or unauthorized use of BatchData intellectual property; (v) Customer’s breach of confidentiality; (vi) Customer’s gross negligence, willful misconduct, or fraud; (vii) Customer’s violation of applicable law (including FCRA, TCPA, GLBA, DPPA, CAN-SPAM, Daniel’s Law, or any other Data Protection Law); or (viii) any amount due as liquidated damages under this Agreement (including under § 12, § 6.11 (Daniel’s Law), or § 32 (AI)).
(E) ONE-YEAR CLAIMS PERIOD. ANY CLAIM AGAINST BATCHDATA MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR BE FOREVER BARRED. THIS LIMITATION DOES NOT APPLY TO CLAIMS RESERVED UNDER § 31.
12. Anti-Resale; Anti-Scraping
(a) Anti-Resale; Anti-Scraping. Customer SHALL NOT, AND SHALL NOT PERMIT any person or entity (including End Users, Affiliates, contractors, or agents): (i) to sell, license, sublicense, broker, syndicate, distribute, transfer, expose, or otherwise make the Data or Services available to any third party except under and in strict compliance with an Approved Reseller Addendum executed pursuant to § 6.25; (ii) to scrape, harvest, mirror, cache, or extract the Data or Services by any automated means; (iii) to use the Data or Services to train, fine-tune, or evaluate a machine-learning model except as expressly permitted under § 32; or (iv) to combine the Data with any other dataset for resale or transfer.
(b) Liquidated Damages. The parties stipulate that actual damages would be impractical or impossible to calculate and that the following amounts are a genuine pre-estimate of damages and are NOT a penalty: $50,000 per breach event PLUS $10.00 per record (or fraction thereof) accessed, transferred, displayed, exposed, or disclosed in breach. Each breach event is a separate occurrence.
(c) Election. BatchData may, at its sole option, pursue (i) the Liquidated Damages above OR (ii) actual damages including disgorgement of profits, AND in either case may pursue injunctive relief, costs, and reasonable attorneys’ fees.
(d) No Cap. The § 11 cap shall NOT apply to any breach of this Section.
(e) Acknowledgment. Customer expressly acknowledges that breach causes irreparable harm not compensable in money damages alone, that BatchData is entitled to injunctive relief without bond, and that this Section will be construed to the broadest extent permitted by law. Customer hereby grants BatchData a perpetual, irrevocable, worldwide, fully paid-up, royalty-free, sublicensable license to use any feedback, suggestions, ideas, or recommendations Customer provides regarding the Services, without obligation, attribution, or compensation.
13. Customer Data
13.1 BatchData License to Process Customer Data.
13.2 Customer Queries.
13.3 Privacy Policy.
14. Derivative Data; Aggregated Data; Service Data
(a) BatchData exclusively owns all (i) Service Data (logs, telemetry, usage data, error reports, performance data); (ii) Aggregated Data (statistical, anonymized, or de-identified data derived from any data, including Customer Data, from which no individual customer or data subject can reasonably be identified); and (iii) Derivative Data (data, models, indices, or scores generated by or in connection with the Services, excluding identifiable Customer Data and identifiable Personal Data sourced from Customer queries, which are governed by § 13.1).
(b) BatchData may use any of the foregoing for any lawful purpose, including product improvement, benchmarking, training and evaluating machine-learning models, and creating new datasets and products, in each case during and after the Term, subject to the limitations on Customer Data set forth in §§ 13.1 and 13.2. For the avoidance of doubt, BatchData’s right to use Derivative Data for model training does not extend to identifiable Customer Data or identifiable Personal Data sourced from Customer queries; such data is governed exclusively by § 13.1.
(c) Customer hereby grants BatchData a perpetual, irrevocable, worldwide, royalty-free license to use Customer Data to (i) provide the Services; (ii) generate Aggregated Data and Derivative Data subject to the reidentification prohibitions and § 13.1 limitations; and (iii) protect BatchData and third-party rights.
15. Relationship of the Parties
16. Choice of Law; Exclusive Jurisdiction and Venue; Process
(a) Governing Law. This Agreement, the Services, and all matters arising out of, relating to, in connection with, or touching upon any of the foregoing or the relationship between the parties (whether sounding in contract, tort, statute, equity, restitution, or otherwise, and including any claim of fraud or fraudulent inducement) shall be governed by, construed under, and enforced exclusively in accordance with the internal substantive laws of the State of Arizona, WITHOUT regard to (i) Arizona’s conflict-of-laws or choice-of-laws principles, or (ii) the doctrine of lex loci delicti or any equivalent rule.
(b) Application Irrespective of Domicile. Arizona law shall govern IRRESPECTIVE of: (i) the domicile, residence, citizenship, principal place of business, place of incorporation, or place of organization of any party, Affiliate, End User, or end consumer; (ii) the location at which the Services are marketed, sold, accessed, used, performed, hosted, or delivered; (iii) the location at which Customer Data is generated, transmitted, processed, or stored; (iv) the location at which any payment is made or received; or (v) the location of any harm or alleged harm. Each party expressly waives any right to invoke the law of any jurisdiction other than Arizona.
(c) Excluded Conventions. The United Nations Convention on Contracts for the International Sale of Goods, the Uniform Computer Information Transactions Act (‘UCITA’), and any successor or comparable enactment shall NOT apply.
(d) Exclusive Venue. Subject to § 29 (Arbitration), the state and federal courts located in or for Maricopa County, Arizona, shall have EXCLUSIVE jurisdiction and venue over any action, suit, or proceeding arising out of or relating to this Agreement, the Services, or the relationship between the parties.
(e) Submission and Waivers. Each party IRREVOCABLY: (i) consents to and submits to the personal jurisdiction of such courts; (ii) waives any objection to laying venue in such courts; (iii) waives any defense of inconvenient forum, lack of personal jurisdiction, or improper venue; (iv) waives any right to remove, transfer, or consolidate any such action with any action pending elsewhere; and (v) waives any right to a trial by jury.
(f) Service of Process. Each party consents to service of process by (i) certified or registered mail, return receipt requested, to the notice address in this Agreement, (ii) nationally recognized overnight courier, or (iii) any other means permitted by Arizona law.
(g) Severability. If any portion of this Section is held unenforceable, the remainder shall be enforced to the maximum extent permitted, and the parties shall be deemed to have submitted to Maricopa County jurisdiction and venue notwithstanding any narrower default rule.
17. Assignment & Subcontractors
18. Force Majeure
19. Notices
20. Entire Agreement
21. Severability
22. No Waiver
23. Fee Increases
24. Third-Party Beneficiaries
25. Publicity
(a) Marketing License. Customer grants BatchData a limited, royalty-free, non-exclusive, worldwide, non-sublicensable license to use Customer’s name and logo, in their original form, in BatchData’s customer lists, website, marketing materials, social-media posts, sales collateral, investor and fundraising materials, and case studies.
(b) Brand Compliance. BatchData shall use Customer’s name and logo in compliance with any written brand guidelines Customer provides; absent written guidelines, BatchData may use Customer’s name and logo in their commonly available form.
(c) Revocation. Customer may revoke this license on thirty (30) days’ prior written notice delivered to BatchData’s legal department at the address in § 19. Following a valid revocation, BatchData shall remove Customer’s name and logo from BatchData-controlled marketing materials within a reasonable time, but BatchData is not required to recall, destroy, or modify any materials previously distributed, archived, or in print.
(d) No Endorsement. Use under this Section is not, and shall not be construed as, an endorsement of BatchData by Customer or vice versa.
26. Export Controls
27. Order of Precedence
28. Interpretation
29. Mandatory Arbitration; Class-Action Waiver
(a) Scope. ALL disputes, claims, or controversies arising out of, relating to, or in connection with this Agreement, the Services, or the relationship between the parties (including any claim of fraud, fraudulent inducement, or any statutory, equitable, or tort claim) SHALL be resolved exclusively by confidential binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single neutral arbitrator selected jointly, sitting in Phoenix, Arizona.
(B) WAIVERS. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO (I) A TRIAL BY JURY, (II) ARBITRATE OR LITIGATE ON A CLASS, COLLECTIVE, MASS, REPRESENTATIVE, OR CONSOLIDATED BASIS, AND (III) ANY PRIVATE-ATTORNEY-GENERAL ACTION TO THE FULLEST EXTENT PERMITTED BY LAW. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS PROCEEDING.
(c) Bellwether. If twenty-five (25) or more substantially similar claims are filed against BatchData within any sixty (60) day window, the parties shall proceed via bellwether: ten (10) cases shall be selected (five by each side) and heard first; the remaining cases shall be tolled pending the outcome and shall be subject to mandatory mediation thereafter.
(d) Opt-Out. Customer may opt out of this Section ONLY by submitting a written opt-out notice through the mechanism provided at batchdata.com/arbitration-optout within fifteen (15) days after first acceptance of these Terms. Opt-out is effective only as to that specific Customer and not as to any End Users, Affiliates, or successors.
(e) Carve-Out. Either party may seek temporary, preliminary, or permanent injunctive or equitable relief in the state and federal courts located in Maricopa County, Arizona, to prevent or enjoin (i) infringement, misappropriation, or violation of intellectual-property rights; (ii) breach of confidentiality; (iii) breach of § 6.11 (Daniel’s Law); or (iv) breach of §§ 6, 7, 12, or 13.
(f) Severability / Savings. If the class-action waiver is held unenforceable, the remainder of this Section shall remain in effect; if the entire Section is held unenforceable, disputes shall be litigated exclusively in the state and federal courts located in Maricopa County, Arizona, under § 16.
(g) Costs. Each party bears its own attorneys’ fees and costs in arbitration; the arbitrator may award costs to the prevailing party as the arbitrator determines.