Terms of Service

These Terms of Service govern the provision of the products and services of Entree, LLC (“BatchData”), and/or any of its parents, subsidiaries or affiliates , as identified in the service order(s) submitted by you and accepted by us (each an “Order”) or service contract or subscription agreement executed by you and us (the “Service Contract”). These Terms of Service, the Order(s) and/or Service Contract, any other mechanism by which you have ordered our Services (as hereinafter defined), and all documents and policies referenced herein or therein (collectively, the “Agreement”) constitute a binding contract made by and between Entree, LLC. (“BatchData” or “we/us/our”) providing you with Service(s) and you (the “Customer” or “you/yours”).

By using or accessing BatchData’s services, signing a Service Contract or Order, or clicking to accept these terms, you agree to this binding Agreement. You acknowledge that you have read, understood, and agreed to these terms, and if acting on behalf of an entity, you represent that you are authorized to bind that entity to this Agreement. You further confirm that you are at least eighteen years old, and if you do not agree to these terms, you are prohibited from using BatchData’s products or services

This Agreement contains significant limitations on our liability as well as restrictions on your legal rights—read them thoroughly. 

1. Services.
   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;. All Services are intended for Customer’s internal business use only. 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).
   2. 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, which affect material provisions of, those changes will be effective as of the next Billing Cycle (as hereinafter defined) 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.
   3. Trials. (a)  Trial Terms. 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. Non-Exclusive License.
   1. 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”).
   2. 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 Authorized User (as hereinafter defined) to accept additional terms in the app.
   3. Customer shall be responsible for ordering and paying all associated fees for the number of Licenses sufficient to cover all of Customer employees who will use the Services, each of whom will be an “Authorized 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 and no such amounts may be offset by any recovery which BatchData may obtain from any Unauthorized User.
   4. 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”). 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.
   5. 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.
   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 (application programming interfaces) for licensed software shall not be deemed derivative works); (b); (c) permit simultaneous use of any Service or software by more than one user, unless permitted under the applicable License; (c) ; (d); (e) remove, alter, or use any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the software; (f) publish any results of benchmark tests run on any software to a third-party without prior express written consent from BatchData; or (g) copy any software.
3. Fees and Payment.
   1. Fees for the License and any other Services or products provided hereunder will be as stated in the Service Contract or applicable Order, or a posted Plan. 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 or Plan (a “Billing Cycle”). Any fees or charges based upon usage or otherwise unable to be determined in advance will be invoiced in arrears and shall be paid within thirty (30) days of the issuance of BatchData’s invoice therefore.
   2. 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. 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, BatchData.com. We will charge you the fees associated with your purchased Plan (or as agreed in a Service Contract or Order) and any applicable Taxes and Fees (collectively, “Subscription Fees”) in accordance with these Terms.
   4. Billing. Upon selecting a Plan, or entering into a Service Contract or Order, except as provided therein, you will provide current credit or debit card information. YOU AUTHORIZE BatchData TO CHARGE, AND BatchData WILL CHARGE, THE APPLICABLE SUBSCRIPTION FEES TO YOUR PAYMENT METHOD AT THE START OF YOUR SUBSCRIPTION (AS IDENTIFIED IN THE PLAN, SERVICE CONTRACT OR ORDER), AND ON A RECURRING BASIS ON EACH BILLING DATE, UNLESS AND UNTIL YOUR 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) and contact email address. If Customer fails to provide or timely update any of the foregoing information, Customer agrees that BatchData may continue to charge such a payment mechanism as may be associated with Customer’s account. Customer’s card issuer may also contact BatchData to notify it of changes to Customer’s account, and Customer hereby authorizes BatchData to update Customer’s billing account based upon such notice. In the event that BatchData is unable to process Customer’s payment at any time or for any reason, or if payment is not received by the due date, then in addition to the Subscription Fees, Customer shall be responsible for any and all administrative fees associated in processing or attempting to process payment, and 
   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.
   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 (usually as a voided charge or refund) 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. Products with a yearly commitment paid monthly may have the full contractual amount pre-authorized at the time of purchase. Any new form of payment added to your account after the initial purchase will have the remaining contract amount authorized in full. If the pre-authorization is unsuccessful and your payment method is not verified, 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, which alternate method will be subject to pre-authorization pursuant to this Section 3.6.
   7. Except as otherwise expressly agreed by BatchData in writing, no fees or other amounts prepaid for any Service, or for or through any website or application made available by us, will be subject to refund. This includes any SkipTrace purchases within the platform. (a) In the event of Customer inactivity, defined as no login activity for a period of at least one year, the company reserves the right to review and adjust the wallet balances associated with the Customers account to $0.00. In the event of Customer subscription cancellation, any unused wallet balance will be deleted after 6 (six) months of account access suspension. 
   8. SkipTrace Successful Updates & Charges: Any updated information uncovered within a SkipTrace request, regardless of the specific data fields modified, constitutes a successful result. You will be charged for each successfully updated record.
4. Term. The “Term” of this Agreement and the License granted hereunder shall be specified in the Service Contract or Order. Unless otherwise stated in the Service Contract or Order, this Agreement will automatically renew at the end of the current Term for a like term. BatchData may terminate this agreement at any time without notice or cause unless expressly agreed otherwise in a separate, active, signed agreement.
5. Customer Obligations and Acceptable Use.
   1. Customer represents, warrants and covenants that:
   2. All information the Customer provides to us under this Agreement or in an Order, or otherwise communicates to us during the Term, is accurate.
   3. 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 that Customer is solely responsible for doing so.
   4. 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.
   5. 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:
   6. Use the Service or any data derived therefrom for other than Customer’s legitimate business purposes;
   7. Use the Services for any marketing or telemarketing except in strict compliance with all governing laws;
   8. 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;
   9. Violate the publicity or privacy rights of another individual;
   10. 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;
   11. Modify the Service or include or combine the Services or any data derived therefrom with any other service or product of any kind; 
   12. Access or use the personal or confidential information of any third party without their permission, or attempt to do so;
   13. Use the Service for purposes of competitive analysis or the development or provision of a competing service or product;
   14. 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.
   15. 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;
   16. Impersonate another person, act as another entity without authorization, or create multiple accounts;
   17. 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;
   18. Extract, select or draw out any data element for any use except as expressly authorized herein; or
   19. Engage in any other unlawful, fraudulent or malicious conduct.
6. Use Restrictions.
   1. Customer represents and warrants to BatchData that it shall comply, and ensure that its End Users (and any other third party authorized by BatchData to receive the Services) comply, with the following:
   2. Customer shall not use the Services for purposes other than the Permitted Applications and shall ensure compliance with such terms by its End Users (and any other third party authorized by BatchData to receive the Services), if applicable.
   3. ; (ii) process or combine any portion of the Services or permit any portion of the Services to be processed or combined with other data or software from any other source; (iii) allow access to the Services through any terminals located outside of Customer’s operations or facilities; (iv) use the Services to create, enhance or structure any database; (v) use the Services to create derivative products or derivative datasets; or (vi) use the Services to enable development of machine learning, rules engines, or other similar automated processes.
   4. Customer is expressly prohibited from using the Services or any data derived therefrom for purposes that would cause the information to constitute a ‘consumer report’ under the Fair Credit Reporting Act (FCRA), 15 U.S.C. § 1681 et seq., or in any other manner that would cause such use to be construed as a consumer report by any governmental authority. This includes, but is not limited to, using the Services as a factor in establishing an individual’s eligibility for credit, insurance (including underwriting or evaluating risk for any insurance products), employment, a governmental license or benefit, or for debt collection or marketing/selling debt relief products or services
   5. Customer is solely responsible for using the Services and all derived data in full compliance with all applicable federal, state, and local laws and regulations. This includes, but is not limited to, laws concerning privacy, data security, solicitation, advertising practices, and obtaining all necessary licenses, certificates, permits, or authorizations required for Customer’s business. For any direct marketing activities utilizing the Services, Customer expressly covenants to comply with all relevant laws and regulations, including Do-Not-Call (DNC) registry prohibitions (for both voice and text), the TCPA, CAN-SPAM Act, and all other applicable non-solicitation and privacy laws and regulations. Customer is also responsible for monitoring and complying with any changes in these laws
   6. Customer shall not reverse engineer, decompile, disassemble, manipulate, or otherwise attempt to derive the source code or underlying structure of any Service, associated software, or BatchData’s confidential information, except where such restriction is expressly prohibited by applicable law. Customer must take all necessary steps to prevent such unauthorized acts or disclosures
   7. Any images provided are strictly for internal use by the Customer and its authorized personnel. The Customer shall not use, distribute, or disclose these images for any external purposes without prior written consent from the Provider. Customer shall indemnify and hold BatchData and its affiliates, subsidiaries and their respective officers, directors and employees harmless from and against all third party claims, losses, liabilities, costs and expenses arising out of or related to, directly or indirectly, the use of the images by the Customer or its End Users.
   8. All product names set forth in any SOW are registered or common law trademarks or service marks (collectively “Trademarks”) of BatchData or its affiliates or data providers and no right or license to use the Trademarks is granted under this Agreement. Except as may be authorized in a prior writing by BatchData, Customer shall not use the Trademarks in any advertising or promotional material nor shall Customer disclose BatchData as a data source to any third party, except that such disclosures may be made as required by federal, state or local law or regulation. Customer shall not remove, alter or obscure any Trademarks or proprietary notices contained in the Services or other materials provided by BatchData, unless expressly authorized in the Permitted Applications, and to the extent any Trademarks appear in the Services, Customer shall have a limited license to use such Trademarks in accordance with the terms and conditions of this Agreement solely as they appear in the Services. 
   9. Delivery of Data and Format. Client acknowledges that the availability of data elements in the Services varies substantially from area-to-area, and circumstances may exist or arise which prevent BatchData from providing such data or achieving complete representation of all data elements in the Services. Notwithstanding anything to the contrary, BatchData may limit or discontinue the provision of the Services for geographic locations where: (i) BatchData is restricted by rules, regulations, laws or governmental entities; (ii) BatchData has discontinued the collection of data; or (iii) BatchData is prohibited by third party providers. If BatchData’s third party provider discontinues a particular Service in a SOW for any reason, BatchData may immediately terminate the Service or said SOW by providing written notice to Client. If BatchData, in its sole and absolute discretion, believes that a particular Service in a SOW may be subject to an actual or potential claim of intellectual property infringement, BatchData may terminate the Service or said SOW immediately with written notice to Client. BatchData may discontinue, upgrade or change the production, support, delivery and maintenance of any Services if BatchData develops an upgraded version or otherwise can no longer provide such Services.
7. Disclaimer of Warranties. 
   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.
   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 [3.1], 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 (which refers to data, information, or materials that Customer stores or transmits through the use of the Services)  that Customer obtains from optional third-party services (such as skip tracing providers) and chooses to integrate with or manage within the platform.
   3. Customer understands and acknowledges that BatchData is not the originator of the raw data used in its Services, including SkipTrace, but rather licenses this data from various public and private third-party sources. While BatchData integrates and provides access to this data, the underlying SkipTrace 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
   4. With respect to any data that Customer obtains from such optional third-party services and subsequently stores or manages within the platform, and more broadly for all data processed by Customer through the Services, Customer is solely responsible for complying with all applicable federal, state, and local data privacy laws [5.1], including without limitation all laws concerning privacy, solicitation, and advertising practices, and data security. This comprehensive responsibility includes, but is not limited to, obtaining all required consents of any person with whom Customer communicates using data derived from the Services or data Customer brings into the platform, and honoring all opt-outs and consent revocations received from any person. BatchData makes no representation or warranty as to the accuracy, availability, or quality of data obtained from third-party sources, nor does BatchData warrant that it has obtained the consent of individuals whose data may be included in the Services for the disclosure or use of their personally identifiable information or for such individuals to be contacted. You should consult your own legal counsel to ensure compliance with privacy laws applicable to your use of any personal information processed in connection with the Services.
   5. BatchData may collect, use, and share any personal information processed in connection with your use of the Services (including any personal information contained within Customer Data) in accordance with the Privacy Notice available at https://BatchData.com/privacy-policy .
   6. The Services are provided through one or more websites, which are browser-based. BatchData cannot guarantee the reliability of its third-party providers/suppliers related to the domains, or that the hosting services shall be available at all times or free from isolated errors. Reasonable hosting downtime may occur, including without limitation for provider outages, system upgrades, maintenance, repairs, and acts of God/nature. BatchData assumes no legal responsibility or liability for the Customer’s use of any BatchData website or Service.
   7. BatchData may provide limited technical support. Technical support is generally available (subject to reasonable downtime) Monday through Friday during regular business hours. These times are subject to change based upon our evolving business practices, as well as Force Majeure (as hereinafter defined) or other unforeseen events out of our control. BatchData will make commercially reasonable efforts to resolve questions and problems on a timely basis; however, BatchData may not always be able to resolve every problem, nor respond to every call immediately. 
   8. BatchData does not warrant that it has obtained the consent of individuals whose data may be included in the Services for the disclosure or use of their personally identifiable information or for such individuals to be contacted. BatchData does use commercially reasonable efforts to honor requests from such individuals that their data be removed from our systems. BatchData therefore does not commit that any search results or other data set obtained through the Services reflects all individuals who might meet the search criteria, or that subsequent searches will return consistent results.
   9. As part of your access to or use of our services, you may receive notifications, text messages, alerts, posts, emails, or other forms of communication (including regular mail). You acknowledge and agree that such electronic communications fulfill any legal requirement that such communications be in writing. You are responsible for any messaging or data fees incurred from these communications.
   10. Additional MLS terms & EULA
   11. BatchData makes no representation or warranty of any kind as to whether Customer will or may obtain any business opportunities, earn any revenues or achieve any other results through the use of the Services.
   12. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, BatchData MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
8. Record Retention. BatchData will not assume any obligation to maintain records related to the Customer’s use of the Services, including without limitation queries or searches of data or records of calls placed using the Services.
9. Termination or Suspension. 
   1. Termination for Convenience. CUSTOMERS THAT SIGNED BATCHDATA ANNUAL AGREEMENTS ARE EXCLUDED FROM SECTION 12.1 BatchData reserves the right to terminate this Agreement and Customer’s account hereunder at any time in its sole discretion for any or no reason whatsoever.
   2. Termination for Cause. Either Party may terminate this Agreement if the other Party (a) breaches any of its materials obligations hereunder and such breach, if capable of cure, is not cured within three (3) days of written notice from the non-breaching Party; or (b) files or becomes subject to any proceeding in bankruptcy or receivership, makes an assignment for the benefit of creditors, or becomes insolvent.
   3. BatchData reserves the right to immediately suspend Service to Customer, with or without notice and without liability, in the event of: (a) Customer’s failure to pay any amount when due; or (b) BatchData’s belief, in its sole discretion, that Customer or any person using Customer’s account has violated any applicable law, acceptable use provision, or the License terms. Following suspension, BatchData may thereafter terminate this Agreement upon notice. Customer shall be liable for all collection costs incurred by BatchData for past due amounts. If Customer’s account is suspended or terminated, it may result in the loss of access to data stored within the account
   4. Upon Customer’s cure of any cause for suspension within the period provided in Section 9.2, BatchData may require payment of a reinstatement fee prior to restoring the account and, where Customer’s account was suspended for failure to make timely payment, BatchData may require a letter of credit or other guarantee of payment.  Notwithstanding any other provision hereof, in the event that BatchData is entitled to suspend any Service under this Agreement a second time, BatchData may terminate the Agreement immediately upon notice to Customer without opportunity to cure.
   5. In the event that Customer attempts to terminate or cancel Service prior to the end of the then-current Term for any reason other than BatchData’s uncured breach, BatchData may continue to collect all amounts due for the remainder of the then-current Term.
   6. Upon termination, expiration or cancellation of your Service for any reason, your account, and all data obtained and stored through the Services will be deleted and Customer shall make no further use of the Services or any software associated with the Services.
10. Indemnification. Customer will defend, indemnify and hold BatchData harmless from and against any and all claims, damages, losses, suits, fines, forfeitures, liabilities or expenses of any kind, including without limitation court costs and attorneys’ fees (collectively, “Losses”) arising from or related to (a) the use of the Services and the data derived therefrom by Customer or any of its Authorized Users; (b) access to or use of the Services or Customer’s account by Unauthorized Users; (c) any violation of law by Customer or any person accessing or using Customer’s account; or (d) any violation of this Agreement or the License granted hereunder by Customer or any person accessing or using Customer’s account.
11. Limitation of Liability. Except for indemnification pursuant to Section 10, neither party shall be liable for any consequential, incidental, special, punitive or indirect damages (including, but not limited to, loss of profits, goodwill, use, data, or other intangible items) even if the other party has been advised of the possibility of such damages or losses. With respect to any other damages, BatchData’s liability hereunder shall in no event exceed an amount equal to the amount actually paid by Customer to BatchData for the one (1) month immediately preceding the claim being made, regardless of the basis for the claim. Customer UNDERSTANDS THAT THIS IS A SIGNIFICANT LIMITATION ON Customer’s RIGHT TO SUE BatchData AND Customer SHOULD NOT PROCEED IF Customer DOES NOT AGREE.
12. Customer is expressly prohibited from reselling, relicensing, sublicensing, transferring, assigning, conveying, reproducing, reformatting, publishing, distributing, or disseminating the Services, any software included therein, Subscription Content, or data derived from the Services to any other person or entity. This includes, without limitation, making the Services or data available through timesharing, service bureau arrangements, or by allowing third parties to benefit from your subscription. Any such unauthorized use, including allowing third-party access to login credentials or selling obtained data, constitutes a material breach. You acknowledge that damages to BatchData for such violations are difficult to calculate, and therefore agree to pay, as liquidated damages and not as a penalty, $10,000 per third-party user accessing your account, $2 per data record obtained in violation, and $2 per data record sold by you or obtained by a third party as a result of your violation
13. Customer data. You are solely responsible for your actions and the actions of your users (and any of your other employees or agents) while using the Services and any data, information or materials that you store or transmit through your use of the Services (“Customer Data”). You agree to comply with applicable laws and that you will provide all notices and obtain all consents required by applicable laws to permit you to upload, store or transmit Customer Data to the Services. You further acknowledge that BatchData (a) has the the right to collect and analyze Customer Data and other information relating to the provision, use and performance of the Services and shall be free (during and after the term hereof) to use such Customer Data and other information to develop and improve the Services and other BatchData’s offerings and (b) may collect, use and share any personal information processed in connection with your use of the Services (including any personal information contained within Customer Data) in accordance with the Privacy Notice available at https://BatchData.com/privacy-policy, including to develop and improve the Services and to enhance the data provided to you and other customers through the Services.  
14. Relationship of the Parties. The parties hereto are independent contracting parties. Nothing in this Agreement shall be construed to create any partnership, joint venture, franchise, agency, employment relationship, fiduciary relationship or any other form of legal association between the parties, unless expressly stated otherwise in this Agreement.
15. Choice of Law; Jurisdiction. This Agreement shall be governed by and construed according to the laws of the State of Arizona, without giving effect to the conflict of laws principles thereof. The parties agree exclusive jurisdiction and venue for all litigation under this Agreement shall be in the state and federal courts in or for Maricopa County, Arizona. Each party submits to the jurisdiction of such courts and waives any defense that such courts lack jurisdiction or constitute an inconvenient forum.
16. Assignment & Subcontractors. BatchData may assign the Agreement to any of its affiliated entities or to any entity to which BatchData may sell, transfer, convey, assign or lease all or substantially all of the assets or properties used in connection with its performance under the Agreement. BatchData may partner with others or subcontract any or all of its obligations under the Agreement, but will retain its responsibility to Customer for the timely performance of the work necessary to the provision of Service in accordance with this Agreement. Customer may not assign this Agreement or any of the rights granted hereunder without the prior written consent of BatchData.
17. Force Majeure. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including without limitation, fire, flood, Act of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, and inability to secure materials, systems, subsystems, components, underlying services or transportation facilities (“Force Majeure”).
18. Notices. Any notice required or permitted under this Agreement shall be deemed properly made when delivered by email, hand delivery, overnight courier, or mailed via Certified or Registered Mail (Return Receipt Requested), if to Customer, to the address stated on the Service Contract or Order; and if to BatchData, to 4625 S Wendler Dr, Tempe, AZ 85282, Attn: BatchData Customer Support Team, Email: support@BatchData.com.
19. Entire Agreement. The Agreement, including these Terms of Service, the Service Contract and/or Order(s), and any Attachments hereto or thereto, constitute the entire understanding of the parties with respect to the subject matter of the Agreement and will supersede all previous and contemporaneous communications, representations or understandings, oral and/or written, between the parties relating to that subject matter This Agreement will not be contradicted or supplemented by any prior course of dealing between the parties or any advertising, marketing, web pages or other materials released or made available by BatchData. BatchData may amend or update these Terms of Service at any time, from time to time, in accordance with Section 1.2 hereof. Except as otherwise specified in a Service Contract or Order, prices may be changed by BatchDatas in its sole discretion. Except as otherwise stated herein, the Agreement may not be modified or amended unless in a written instrument signed by the parties. In the event of an actual conflict between one or more provisions of any Service Contract, Order or Attachment and any provision of these Terms of Service, these Terms of Service will control unless such Service Contract, Order or Attachment (a) explicitly states that such document supersedes one or more provisions of the Terms of Service and explicitly sets forth the provision(s) that are superseded; and (b) is signed by an officer of BatchData.
20. Severability. If any provision of the Agreement is determined to be unenforceable or invalid by court decision, the Agreement will not be rendered unenforceable or invalid as a whole, and the original unenforceable provision will be changed only minimally as required for it to be enforceable and interpreted so as to best accomplish the objectives of the original provision within the limits of applicable law.
21. No Waiver. The failure of either party to assert any of its rights under the Agreement, including, but not limited to, the right to terminate the Agreement in the event of breach or default by the other party, will not be deemed to constitute a continuing or permanent waiver by that party of its right to enforce each and every provision of the Agreement in accordance with their terms.
22. This Agreement is solely between Customer and BatchData. Customer acknowledges that BatchData’s parent companies, subsidiaries, affiliates, vendors, or suppliers (collectively, ‘BatchData Affiliates’) have no direct obligation or liability to Customer under this Agreement or otherwise, even if BatchData makes their services available to you. The Agreement benefits Customer and BatchData and their permitted successors and assigns, with BatchData Affiliates being third-party beneficiaries solely for the purpose of receiving the benefits of this Agreement
23. Export Controls. The Services may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. You shall not access or use any Service in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
24. Interpretation. Capitalized terms defined in this Agreement will have the meanings attributed to them. Unless context clearly requires otherwise, the plural of any term will include the singular and vice versa, and terms of any gender will include all genders. Section headings are for convenience of reference only and will not affect the interpretation of any provision of this Agreement. In the event that this Agreement requires interpretation, it shall be construed fairly in accordance with its terms and no provision hereof shall be construed more strictly against either party. In the event of an actual conflict in the provisions of any of the documents comprising the Agreement, an express provision in Trial terms, a Service Contract, Order accepted by BatchData or a Plan that explicitly supersedes or directly contradicts a provision of these Terms of Service shall control; provided that contradictory terms applicable for a Trial shall only control for the period of such Trial.