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Effective Date: January 20, 2026
REDATAPRO, INC.
This Master Services Agreement ("Agreement") is entered into by and between REDATAPRO, INC., a Delaware corporation with its principal place of business in Gilbert, Arizona ("Company"), and the individual or entity identified in the applicable Order Form or that otherwise accesses or uses the Services ("Customer"). Company and Customer are each referred to herein as a "Party" and collectively as the "Parties."
This Agreement is effective as of the earlier of: (i) Customer's execution of an Order Form referencing this Agreement, or (ii) Customer's first access to or use of any Services ("Effective Date").
By executing an Order Form, accessing the Services, creating an account, or clicking "I Agree" (or any similar acceptance mechanism), Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement.
1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.
1.2 "Authorized User" means an individual employee, contractor, or agent of Customer who is authorized by Customer to access and use the Services under Customer's account.
1.3 "Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, whether disclosed orally, in writing, electronically, or by inspection, including but not limited to business plans, financial information, technical data, trade secrets, customer lists, pricing, product roadmaps, and proprietary methodologies. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without restriction prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality.
1.4 "Customer Data" means any data, information, or content that Customer uploads, submits, or inputs into the Services, excluding Data provided by Company.
1.5 "Data" means any information, records, datasets, analytics, reports, documents, or content made available to Customer through the Services, including data sourced from public records, third-party providers, or derived through Company's proprietary processes.
1.6 "Derived Data" means any analytics, reports, scores, estimates, summaries, or other outputs generated by the Services from underlying Data.
1.7 "Documentation" means any user guides, technical specifications, API documentation, help center content, and other materials provided by Company describing the functionality and use of the Services.
1.8 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, trade dress, domain names, moral rights, database rights, and all other intellectual property rights of any kind, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof.
1.9 "Order Form" means any ordering document, statement of work, online checkout, or executed agreement between the Parties that references this Agreement and specifies pricing, term, scope of Services, and other commercial terms.
1.10 "Services" means the software platform, application programming interfaces ("APIs"), reports, alerts, data products, monitoring services, and any related services provided by Company as described in the applicable Order Form and Documentation.
1.11 "Term" has the meaning set forth in Section 9.
1.12 "Usage" means all access to, consumption of, generation of, and retrieval of Data and Services by or on behalf of Customer, regardless of delivery method (including API, platform, reports, alerts, exports, downloads, or otherwise), and including all activity under Customer's accounts, credentials, or systems.
2.1 Description. Company provides a technology platform that aggregates, processes, and presents real estate-related data and analytics. The specific Services available to Customer are defined in the applicable Order Form and Documentation.
2.2 Third-Party Data Sources. Customer acknowledges and agrees that: (a) The Services incorporate data from public records and third-party providers; (b) Company is a data aggregator and does not originate the underlying data; (c) Such data may be incomplete, inaccurate, delayed, or unavailable due to factors outside Company's control; (d) The availability, scope, and content of data may vary by jurisdiction and may change over time without notice.
2.3 Service Availability. Company may make the Services available but does not guarantee uninterrupted, error-free, continuous, or secure access or operation. Scheduled and unscheduled maintenance, updates, and modifications may temporarily affect availability. Company shall have no liability for any period of unavailability.
2.4 No Service Level Commitments. Unless expressly stated in a separate written agreement executed by both Parties, Company provides no service level commitments, uptime guarantees, or performance warranties, and Customer shall have no right to credits, refunds, or remedies based on availability or performance.
2.5 Acceptance of Services. Customer's continued use of the Services constitutes acceptance of the Services as delivered. Any objection to the Services, their functionality, or their performance must be raised in writing within fifteen (15) days of the event giving rise to the objection. Failure to raise a timely objection shall constitute acceptance and waiver of all related claims.
3.1 Incorporation. Each Order Form executed by the Parties is incorporated into and governed by this Agreement. In the event of a conflict between the terms of an Order Form and this Agreement, the Order Form shall control solely with respect to the subject matter of such Order Form.
3.2 Scope. Order Forms define the commercial terms of the engagement, including: (a) Services and products purchased; (b) Pricing and fee structure; (c) Term and renewal provisions; (d) Payment method and billing frequency; (e) Any product-specific terms or restrictions.
3.3 Binding Effect. Each Order Form, once executed by both Parties, constitutes a binding obligation and is subject to all terms and conditions of this Agreement.
4.1 License Grant. Subject to the terms of this Agreement and payment of all applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and Data solely for Customer's internal business purposes during the Term. Company may revoke or suspend this license at any time upon Customer's breach of this Agreement, including non-payment of fees, without prejudice to any other rights or remedies available to Company.
4.2 Internal Use Only. Customer may use the Services and Data in support of its own internal operations and in connection with Customer's provision of services to its own clients (including, without limitation, legal, collections, asset management, and HOA management workflows), provided that such use remains internal to Customer's business operations.
4.3 Restrictions. Customer shall not, and shall not permit any third party to: (a) Resell, redistribute, sublicense, publish, display publicly, or otherwise make available any Data or any portion thereof to any third party; (b) Create derivative datasets, databases, or data products for commercial distribution or sale; (c) Expose, transmit, or provide access to raw Data to any third party, except as expressly permitted herein; (d) Copy, reproduce, modify, or create derivative works of the Services; (e) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or architecture of the Services; (f) Use the Services to build a competing product, service, or dataset; (g) Remove or alter any proprietary notices, labels, or marks on the Services or Data; (h) Access the Services through any automated means (including bots, scrapers, or crawlers) except through approved APIs; (i) Share, transfer, or disclose account credentials to any unauthorized person.
4.4 No Source Discovery. Customer shall not attempt to identify, derive, infer, or reverse engineer Company's data sources, data providers, data processing methodologies, or provider relationships. Customer shall not disclose any information regarding the composition, origin, or structure of Data to any third party.
4.5 Data Licensed, Not Sold. All Data provided through the Services is licensed, not sold. Customer acquires no ownership interest in any Data and no right to possess, retain, or use Data except as expressly licensed under this Agreement.
4.6 Reservation of Rights. All rights not expressly granted herein are reserved by Company. No implied licenses are granted under this Agreement.
5.1 Prohibited Uses. Customer shall not use the Services or any Data provided therein: (a) As the sole basis for any: (i) Legal determination or legal conclusion; (ii) Property valuation, appraisal, or automated valuation model (AVM); (iii) Underwriting, lending, or credit decision; (iv) Investment decision; (v) Title determination or title insurance decision; (vi) Escrow determination; (b) For any purpose governed by the Fair Credit Reporting Act ("FCRA"), 15 U.S.C. Section 1681 et seq., including but not limited to: (i) Determining eligibility for credit; (ii) Insurance underwriting; (iii) Employment decisions; (iv) Tenant screening; (v) Any other consumer reporting purpose as defined under FCRA; (c) In violation of any applicable federal, state, or local law, regulation, or ordinance; (d) To engage in any activity that is fraudulent, deceptive, misleading, or harmful; (e) To represent Data as authoritative, certified, or independently verified; (f) In any manner that creates a consumer reporting relationship between Company and any individual whose data appears in the Services.
5.2 Consumer Reporting Agency Representation. Customer represents and warrants that it will not use the Services or Data in any manner that would cause Company to be deemed a "consumer reporting agency" as defined under the Fair Credit Reporting Act, 15 U.S.C. Section 1681a(f), or any analogous state law. Customer acknowledges that Company is not a consumer reporting agency and does not provide "consumer reports" as defined under FCRA. Any use of the Services that would subject Company to obligations under FCRA or similar laws shall constitute a willful and material breach of this Agreement, entitling Company to immediate termination under Section 9.5 and full indemnification under Section 12.1.
5.3 Permitted Professional Use. Notwithstanding the foregoing, Customer may use the Services as one input among multiple sources in support of professional workflows (including legal, collections, compliance, and asset management), provided that Customer does not treat the Data as the sole or determinative basis for any decision or conclusion, and Customer independently verifies all material information through appropriate professional channels.
5.4 Customer Compliance. Customer is solely responsible for ensuring that its use of the Services complies with all applicable laws, regulations, and professional standards, including but not limited to data privacy laws, real estate regulations, and financial regulations applicable to Customer's industry.
6.1 No Monitoring Guarantee. Company does not guarantee the detection, completeness, accuracy, or timeliness of any monitoring, alerting, or event detection functionality within the Services. Customer acknowledges that monitored data is dependent on third-party sources, public record systems, and external data providers that may be delayed, incomplete, inaccurate, or temporarily or permanently unavailable. Company shall have no liability for any missed, delayed, incomplete, or inaccurate alerts, notifications, or events.
6.2 Data Limitations. Data provided through the Services may contain errors, omissions, latency, gaps, or inconsistencies due to, without limitation: (a) Delays in public records filing, indexing, or recording; (b) Limitations of third-party data providers; (c) Manual data entry errors at the source; (d) Variations in county, state, or municipal recording practices; (e) System processing delays; (f) Any other factors outside of Company's control. Company does not guarantee real-time accuracy, completeness, or currency of any Data.
6.3 Derived Outputs. All reports, analytics, scores, estimates, valuations, calculations, or other Derived Data generated by the Services: (a) Are derived from underlying Data and inherit all limitations, inaccuracies, and delays thereof; (b) Are not independent, verified, or certified conclusions; (c) Are provided for informational purposes only; (d) Shall not be treated as authoritative or definitive.
6.4 No Reliance. Customer acknowledges and agrees that: (a) All Services and Data are provided for informational purposes only; (b) Customer assumes all risk associated with its use of the Services and Data; (c) Company makes no representations regarding the suitability of the Data for any particular purpose; (d) Customer shall not rely upon the Services or Data as the sole or primary basis for any business, legal, financial, or operational decision.
6.5 No Professional Substitution. The Services are not, and shall not be construed as, a substitute for: (a) Legal advice or legal opinions; (b) Title searches, title reports, or title insurance; (c) Property appraisals or certified valuations; (d) Mortgage underwriting or credit analysis; (e) Financial, investment, or tax advice; (f) Any other professional service requiring licensure, certification, or independent verification.
6.6 No Duty to Correct. Company has no obligation to: (a) Update, correct, supplement, or verify any Data; (b) Notify Customer of any errors, omissions, or changes in Data; (c) Ensure the continued accuracy or availability of any Data after initial delivery; (d) Validate Customer's interpretation or use of Data.
6.7 No Agency or Fiduciary Relationship. Nothing in this Agreement creates an agency, fiduciary, advisory, partnership, joint venture, or employment relationship between Company and Customer. Company is not acting as an agent, advisor, consultant, or fiduciary of Customer, and Customer shall not represent or imply any such relationship to any third party.
7.1 Usage Responsibility. Customer is solely responsible for all Usage of the Services, including without limitation: (a) All API calls, queries, and requests; (b) All platform interactions, searches, and views; (c) All reports generated, accessed, or downloaded; (d) All alerts and notifications triggered, whether automatically by the system or initiated by Customer; (e) All data exports, downloads, and batch operations; (f) All consumption of Data through any delivery mechanism; (g) All activity under Customer's accounts, credentials, or systems, whether by Authorized Users, employees, contractors, agents, or any third party, and whether authorized or unauthorized.
7.2 Account Security. Customer shall: (a) Maintain the confidentiality and security of all account credentials, passwords, API keys, and access tokens; (b) Implement and maintain appropriate internal access controls; (c) Promptly notify Company of any unauthorized access to or use of Customer's account; (d) Not share account credentials with unauthorized individuals. Customer is responsible for all Usage resulting from any compromise of its systems, credentials, or infrastructure, regardless of cause, including cyberattacks, phishing, credential theft, or any other security incident affecting Customer's environment.
7.3 Compliance. Customer is responsible for: (a) Ensuring all use of the Services complies with applicable laws and regulations; (b) Obtaining any consents, licenses, or authorizations required for Customer's use of the Data; (c) Training Authorized Users on the proper use of the Services and the restrictions set forth in this Agreement.
7.4 Downstream Communication Liability. Customer is solely responsible for any communication, representation, report, notice, or disclosure of Data or Derived Data to any third party, including but not limited to attorney letters, collection notices, HOA communications, investor reports, client deliverables, and regulatory filings. Customer shall not attribute any statement, conclusion, determination, or opinion to Company in any such communication. Company shall have no liability for any claim, loss, or damage arising from Customer's communication of Data or Derived Data to third parties. No third party shall have any right to rely upon the Services or Data, and Customer shall ensure that any third party receiving information derived from the Services is informed that such information is provided for informational purposes only and is subject to the limitations and disclaimers set forth in this Agreement.
7.5 Third-Party Data Licensing Obligations. The Services may include data licensed from third parties. Customer acknowledges that certain Data is subject to third-party licensing restrictions, and Customer agrees that any violation of such restrictions shall constitute a material breach of this Agreement. Company may suspend or terminate Customer's access to affected Data immediately and without liability to comply with third-party licensing obligations, vendor audit requirements, or upstream provider directives. Customer agrees to comply with all applicable use restrictions related to such data, which Company will make available upon request or through the Documentation.
8.1 Fees. Customer shall pay all fees as set forth in the applicable Order Form. Fees may include subscription fees, usage-based charges, overage fees, and any other charges specified in the Order Form.
8.2 Fee Commitment. Customer agrees to pay all fees for the full Term specified in the applicable Order Form. Such fees represent consideration for access to, availability of, and capacity reserved for the Services, and are not contingent upon actual usage, consumption, or utilization of the Services.
8.3 Usage-Based Charges. In addition to subscription fees, Customer is responsible for all usage-based charges incurred through the Services, including: (a) API call fees; (b) On-demand report and document fees; (c) Alert and notification fees (including system-generated alerts triggered automatically by external data sources, which are non-discretionary and billable upon occurrence); (d) Export and download fees; (e) Any other per-unit or consumption-based charges specified in the applicable Order Form or rate card. Usage is metered based on system activity and billed in arrears. All usage is recorded at the time of the event and made available within the platform.
8.4 No Early Termination Relief. Termination, suspension, expiration, or non-use of the Services shall not relieve Customer of its obligation to pay all fees due for the remainder of the applicable Term.
8.5 Non-Penalty Acknowledgment. The Parties acknowledge and agree that the fees payable under this Agreement and any Order Form are not a penalty or liquidated damages, but represent a reasonable allocation of risk and mutually agreed-upon consideration for the Services, including the commitment of resources, capacity, and availability by Company.
8.6 Payment Terms. Unless otherwise specified in the Order Form: (a) All fees are due and payable in United States dollars; (b) Subscription fees are invoiced in advance in accordance with the billing frequency specified in the Order Form; (c) Usage-based charges are invoiced in arrears; (d) Payment is due within thirty (30) days of invoice date, or upon the date specified in the Order Form; (e) Customer shall maintain a valid payment method on file for all charges.
8.7 Late Payment. Overdue amounts shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer shall reimburse Company for all reasonable costs of collection, including attorneys' fees.
8.8 Taxes. All fees are exclusive of taxes. Customer is responsible for all applicable sales, use, value-added, or other taxes arising from this Agreement, excluding taxes based on Company's net income.
8.9 Suspension for Non-Payment. Company may suspend Customer's access to the Services upon fifteen (15) days' written notice of non-payment. Suspension does not relieve Customer of any payment obligations, including fees that accrue during the period of suspension.
8.10 Price Adjustments. Rates set forth in an Order Form are locked for the duration of the applicable Initial Term. Upon renewal, Company may adjust pricing upon thirty (30) days' written notice prior to the start of the Renewal Term. If Customer does not agree to the adjusted pricing, Customer may elect not to renew by providing timely written notice of non-renewal in accordance with Section 9.
8.11 Authorization to Charge. Customer expressly authorizes Company to automatically invoice and charge all amounts due under this Agreement to the payment method on file, including subscription fees and all usage-based charges. Charges may be processed without additional notice, consent, or approval at the time of billing. No pre-authorization or per-invoice approval is required for any charge incurred under this Agreement or any Order Form.
8.12 Backup Payment Method. If the primary payment method on file fails or is declined, Company may charge any backup or secondary payment method on file. Customer authorizes Company to attempt collection through any payment method associated with Customer's account.
8.13 Non-Discretionary Usage Events. Customer acknowledges and agrees that certain usage events, including but not limited to alerts and monitoring notifications, are generated automatically by the Services based on external data sources and system triggers. Such events are: (a) Not initiated or controlled by Customer; (b) Non-discretionary in nature; (c) Billable upon occurrence; (d) Non-reversible once recorded. Customer is responsible for all Usage regardless of cause, including system-triggered events, user error, misconfiguration, third-party activity, volume spikes, or any other circumstance. Company has no obligation to reverse, credit, or refund any Usage once recorded in the system. Customer accepts full responsibility for all charges arising from Usage events, including non-discretionary events, and acknowledges that the volume of such events may vary and is outside Company's control.
8.14 System of Record. Company's internal usage ledger and billing system shall serve as the sole and authoritative record for all usage, consumption, and charges under this Agreement. Invoice totals are derived from recorded usage events within this system. Customer may access usage activity and invoice records through the platform dashboard. In the event of any dispute regarding usage or charges, Company's system records shall be presumed accurate and controlling absent manifest error.
8.15 Billing Cycle. Usage-based charges are billed on a rolling thirty (30) day cycle from account activation, and/or upon reaching a defined billing threshold as specified in the applicable Order Form. The billing cycle, threshold amounts, and related configuration are defined in the Order Form and may be modified by mutual agreement.
8.16 Invoice Dispute Window. Customer must dispute any invoice or charge in writing within fifteen (15) days of the invoice date or charge date, whichever is earlier. The written dispute must identify the specific charges contested and the basis for the dispute. Failure to dispute an invoice within this period constitutes acceptance of the invoice in full and an irrevocable waiver of all objections to the charges contained therein.
8.17 No Refunds. All fees paid under this Agreement are non-refundable and non-cancellable except as expressly stated in this Agreement. No credits, refunds, or adjustments shall be issued for unused Services, partial-month usage, or any other reason unless expressly agreed in writing by Company.
8.18 No Offset or Withholding. Customer shall not withhold, offset, deduct, or reduce any amounts due under this Agreement for any reason, including any alleged claim, dispute, counterclaim, or set-off against Company. All amounts are payable in full when due regardless of any pending dispute.
8.19 Chargebacks and Payment Reversals. Customer shall not initiate any chargeback, payment reversal, or dispute with a payment processor or financial institution with respect to any charge under this Agreement without first following the invoice dispute process set forth in Section 8.16. Any chargeback or payment reversal initiated without compliance with this process shall constitute a material breach of this Agreement and may result in immediate suspension or termination of Services. Customer shall be liable for all fees, costs, and expenses incurred by Company as a result of any improper chargeback or payment reversal, including chargeback fees, administrative costs, and reasonable attorneys' fees.
9.1 Initial Term. The initial term of this Agreement shall be twelve (12) months commencing on the Start Date specified in the applicable Order Form, unless a different initial term is specified therein ("Initial Term").
9.2 Auto-Renewal. Upon expiration of the Initial Term, this Agreement and each active Order Form shall automatically renew for successive twelve (12) month periods (each a "Renewal Term"), unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Term. The Initial Term and all Renewal Terms are collectively referred to as the "Term."
9.3 Failure to Provide Notice. If neither Party provides timely written notice of non-renewal, the Agreement and all active Order Forms shall automatically renew, and all fees for the Renewal Term shall become binding obligations of Customer.
9.4 Termination for Cause. Either Party may terminate this Agreement or any Order Form if the other Party: (a) Commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail; or (b) Ceases operations without a successor, makes an assignment for the benefit of creditors, or becomes the subject of any proceeding under any bankruptcy or insolvency law.
9.5 Immediate Termination by Company. Company may terminate this Agreement or any Order Form immediately, without prior notice and without liability, if Customer: (a) Engages in resale, redistribution, or unauthorized disclosure of Data; (b) Uses the Services in violation of Section 5 (Use Restrictions), including the CRA representation in Section 5.2; (c) Engages in scraping, automated extraction, or abuse of the Services; (d) Breaches Section 4.4 (No Source Discovery) or Section 10 (Confidentiality); (e) Uses the Services in a manner that threatens the security or integrity of the Services or other customers; (f) Violates third-party data licensing restrictions under Section 7.5; (g) Initiates an improper chargeback or payment reversal in violation of Section 8.18.
9.6 Fee Acceleration. Upon termination by Company for Customer's breach under Section 9.4 or Section 9.5, all remaining fees for the balance of the Term shall become immediately due and payable in full. Company may invoice such accelerated fees and collect through any available remedy, including the payment methods on file. To the extent any portion of such accelerated fees is deemed unenforceable by a court or arbitrator, Customer shall remain liable for all fees accrued through the date of termination and any remaining unpaid committed fees to the maximum extent permitted by applicable law.
9.7 Effect of Termination. Upon termination or expiration: (a) Customer's license to access and use the Services immediately terminates; (b) Customer shall immediately cease all use of the Services and Data; (c) Customer shall comply with Section 16 (Data Retention and Deletion); (d) All payment obligations that accrued prior to termination, and all accelerated fees under Section 9.6, survive termination; (e) Sections that by their nature should survive termination shall survive, including but not limited to Sections 1, 4.3, 4.4, 5, 6, 7.4, 7.5, 8, 9.6, 10, 11, 12, 13, 14, 16, 17, 18, 19, and 20 through 26.
10.1 Obligations. Each Party agrees to: (a) Hold the other Party's Confidential Information in strict confidence; (b) Not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement; (c) Use Confidential Information solely for the purposes of this Agreement; (d) Protect Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care.
10.2 Company Confidential Information. Without limiting the generality of the foregoing, Customer acknowledges that the following constitute Company's Confidential Information: (a) The identity, composition, structure, and source of Company's data providers and data sources; (b) Company's data processing methodologies, algorithms, and proprietary analytics; (c) Company's pricing, business strategies, and product roadmap; (d) Any non-public aspects of the Services, including system architecture and infrastructure.
10.3 Compelled Disclosure. If a Party is compelled by law, regulation, legal process, or the requirements of regulators, auditors, or financing counterparties to disclose the other Party's Confidential Information, the disclosing Party shall, to the extent legally permitted, provide prompt written notice to the other Party and cooperate in any effort to obtain protective treatment of such information. Disclosure made in compliance with this Section 10.3 shall not constitute a breach of this Agreement.
10.4 Remedies. Each Party acknowledges that a breach of this Section 10 may cause irreparable harm for which monetary damages may be insufficient. Accordingly, either Party may seek injunctive or other equitable relief in addition to any other available remedies, without the requirement of posting a bond.
10.5 Duration. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, or indefinitely with respect to trade secrets to the extent protected under applicable law.
11.1 Company Ownership. Company retains all right, title, and interest in and to the Services, Data, Documentation, and all related Intellectual Property Rights, including all modifications, improvements, derivative works, and enhancements thereto. Nothing in this Agreement transfers any ownership interest to Customer.
11.2 Customer Data. As between the Parties, Customer retains all right, title, and interest in Customer Data. Customer grants Company a limited, non-exclusive license to use Customer Data solely as necessary to provide the Services.
11.3 Feedback. If Customer provides suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), Company may freely use, incorporate, and commercialize such Feedback without restriction or obligation to Customer.
11.4 No Implied Rights. No license or right is granted to Customer by implication, estoppel, or otherwise, except as expressly set forth in this Agreement.
12.1 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's use or misuse of the Services or Data; (b) Customer's violation of any law, regulation, or third-party right; (c) Customer's breach of this Agreement; (d) Any reliance by Customer or any third party on the Data or Derived Data; (e) Any claim by a third party arising from Customer's downstream use, distribution, or communication of Data or Derived Data; (f) Any regulatory action, investigation, or proceeding arising from Customer's use of the Services; (g) Any claim that Customer's use of the Services constitutes a violation of the Fair Credit Reporting Act or any analogous state law.
12.2 Company Indemnification. Company shall indemnify, defend, and hold harmless Customer from and against any third-party claim that the Services, as provided by Company and used in accordance with this Agreement, infringe a valid United States patent, copyright, or trademark of such third party.
12.3 Indemnification Procedures. The indemnifying Party's obligations are conditioned upon: (a) prompt written notice of the claim; (b) sole control of the defense and settlement; and (c) reasonable cooperation from the indemnified Party.
13.1 AS-IS BASIS. THE SERVICES, DATA, DERIVED DATA, AND ALL RELATED CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
13.2 SPECIFIC DISCLAIMERS. WITHOUT LIMITING THE FOREGOING, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING: (a) WARRANTIES OF MERCHANTABILITY; (b) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTIES OF NON-INFRINGEMENT; (d) WARRANTIES OF ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF DATA; (e) WARRANTIES OF UNINTERRUPTED, ERROR-FREE, OR SECURE OPERATION; (f) WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
13.3 NO GUARANTEE OF RESULTS. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, PRODUCE ANY PARTICULAR RESULTS, OR ACHIEVE ANY SPECIFIC OUTCOME.
14.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO COMPANY DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14.3 Carve-Outs. The limitations set forth in this Section 14 shall not apply to: (a) either Party's indemnification obligations under Section 12; (b) a Party's breach of Section 10 (Confidentiality); or (c) liability arising from a Party's gross negligence or willful misconduct.
14.4 No Service Level Remedies. Customer acknowledges that any failure of availability, performance, uptime, or functionality of the Services shall not give rise to any service credits, refunds, fee reductions, or damages beyond the limitations set forth in this Section 14.
14.5 Basis of the Bargain. Customer acknowledges that Company has set its fees and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the Parties.
15.1 Modification Rights. Company reserves the right, at any time and in its sole discretion, to modify, update, enhance, suspend, limit, or discontinue any aspect of the Services.
15.2 No Liability for Modifications. Company shall have no liability to Customer for any modification, suspension, limitation, or discontinuation of the Services or any portion thereof.
15.3 Rate Limiting and Usage Controls. Company may impose limits on Usage, access, or consumption of the Services at its sole discretion.
15.4 Data Source Changes. Company may remove, replace, or discontinue any Data source at any time without liability to Customer.
16.1 Termination Obligations. Upon termination or expiration of this Agreement: (a) Customer shall immediately cease all use of the Services and Data; (b) Customer shall delete or destroy all copies of raw Data in its possession or control within thirty (30) days; (c) Upon Company's written request, Customer shall certify in writing that all raw Data has been deleted or destroyed.
16.2 Permitted Retention. Notwithstanding Section 16.1, Customer may retain: (a) Derived, aggregated, or summary data that is non-reversible; (b) Records required to be maintained by applicable law or regulation; (c) Copies maintained in automated backup systems, provided that such copies are deleted in the ordinary course of backup rotation.
17.1 Customer Insurance. Upon Company's reasonable request, Customer shall maintain commercially appropriate insurance coverage for the nature and scope of Customer's use of the Services.
18.1 Audit. Company may, upon thirty (30) days' prior written notice, audit Customer's use of the Services to verify compliance with this Agreement.
19.1 Excused Performance. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from circumstances beyond the reasonable control of such Party.
19.3 No Fee Relief. Force majeure events shall not relieve Customer of its payment obligations under this Agreement.
20.1 Informal Resolution. Prior to initiating any formal dispute resolution proceeding, the disputing Party shall provide written notice to the other Party. The Parties shall attempt in good faith to resolve the dispute through direct negotiation for a period of thirty (30) days.
20.2 Mediation. If the dispute is not resolved through informal negotiation, the Parties shall participate in non-binding mediation in Maricopa County, Arizona.
20.3 Binding Arbitration. If the dispute remains unresolved after mediation, the dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, held in Maricopa County, Arizona.
20.4 WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
20.5 NO CLASS ACTIONS. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.
21.1 Limitation Period. Any claim or cause of action arising out of or related to the Services or this Agreement must be commenced within six (6) months after the date on which the event giving rise to the claim first occurred.
22.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.
22.2 Venue. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona.
24.1 Electronic Agreement. Customer agrees that this Agreement may be accepted and entered into electronically, including through click-through acceptance, online checkout, electronic signature, or access to and use of the Services.
25.1 Amendments by Company. Company may update, modify, or amend this Agreement from time to time by posting an updated version on its website.
25.2 Acceptance by Continued Use. Customer's continued access to or use of the Services after the effective date of any amendment constitutes acceptance of the amended terms.
26.1 Entire Agreement. This Agreement, together with all Order Forms, constitutes the entire agreement between the Parties.
26.2 Severability. If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
26.3 Waiver. The failure of either Party to enforce any right shall not constitute a waiver of such right.
26.4 Assignment. Customer may not assign this Agreement without Company's prior written consent.
26.5 Independent Contractors. The Parties are independent contractors.
26.6 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties.
26.14 Prevailing Party. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees.
26.15 Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive.
REDATAPRO, INC.
42 S Hamilton Place #103
Gilbert, AZ 85233
Last Updated: January 20, 2026