SWMLABS, LLC
TERMS OF SERVICE
These Terms of Service (the “Agreement”) are agreed to between SWMLabs, LLC, a Florida limited liability company (“Company”), and you, or, if you represent an entity or other organization, that entity or organization (in either case, “You”).
Company offers an online service platform (the “Platform”) through which users may request and generate written reports containing information relating to proposed construction, development, land-disturbing, or similar activities at or near identified real property, including information regarding the proximity of such property to water bodies, wetlands, and related environmental or regulatory features (each such report, a “Technical Report”). The Platform also provides access to related information, data, and other content (“Content”) and additional services, functionality, and resources made available through the Platform (“Services”).
The Platform, the Services, the Content, and each Technical Report are designed and intended solely to provide You with certain general information for use by You, in Your independent professional judgment, in connection with Your evaluation of the property or project identified by You. The Platform, the Services, the Content, and the Technical Reports are not a replacement for, and do not constitute, Your own professional analysis, site investigation, survey, engineering evaluation, permitting determination, legal review, or regulatory approval.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS AND SUITABILITY OF THE PLATFORM, THE SERVICES, THE CONTENT, AND EACH REPORT FOR YOUR USE AND FOR EACH PROJECT OR PROPERTY TO WHICH THEY RELATE, AND FOR VERIFYING THE ACCURACY, COMPLETENESS, AND APPLICABILITY OF ANY INFORMATION CONTAINED IN A REPORT. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS, REGULATIONS, PERMITS, AND GOVERNMENTAL REQUIREMENTS APPLICABLE TO YOUR PROJECT AND YOUR ACTIVITIES.
This Agreement is entered into as of the earliest date You first access or use the Platform (the “Effective Date”). This Agreement includes all terms and conditions below and applies to the Platform, including all Content, Services, and Technical Reports available through or generated by the Platform. This Agreement is the complete and exclusive agreement between You and Company regarding Your access to and use of the Platform, any Content, any Services, and any Technical Report.
This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and Company relating to Your use of the Platform, any Content, any Services, or any Technical Report.
PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE PLATFORM, INCLUDING ANY CONTENT, SERVICES, OR REPORT, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE PLATFORM OR ANY CONTENT, SERVICES, OR REPORT.
1. Definitions
Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
2. Term
This Agreement will be effective upon the Effective Date and will continue in effect for so long as You maintain an Account (as defined below) or continue to access or use the Platform, the Services, the Content, or any Technical Report. Each purchase by You of an annual subscription plan offered through the Platform (a “Subscription Plan”) or a one-time purchase of a Technical Report or related Services for a specific project (a “Per-Project Purchase”) is a separate transaction governed by the terms of this Agreement in effect at the time of such purchase, together with the additional terms (if any) presented to You at the time of order. This Agreement will remain in effect with respect to each Subscription Plan and each Per-Project Purchase in accordance with the applicable ordering terms and this Agreement, including any applicable renewal terms for Subscription Plans, and will otherwise continue until terminated as provided in Section 10. For the avoidance of doubt, the expiration, non-renewal, or lapse of a Subscription Plan does not terminate this Agreement, and this Agreement will continue to govern Your Account, any Per-Project Purchase, and any Technical Report previously generated.
3. Modifications
Company reserves the right, at any time, to modify the Platform and any portion of the Content, Services, or Technical Reports, with or without notice to You, by making those modifications available on the Platform. Company also reserves the right, at any time, to modify the terms of this Agreement. Company will inform You of changes to this Agreement by posting those changes on the Platform or by providing You with notice through the Platform or by email. Any modifications will be effective thirty (30) days following posting on the Platform or delivery of such notice, except in the case of a legally required modification or a modification relating to new features or functionality, either of which will be effective upon posting. You may terminate this Agreement as set forth below if You object to any such modifications. You will be deemed to have agreed to any and all modifications through Your continued use of the Platform, Content, Services, or Technical Reports following such notice period.
4. Eligibility
The Platform, the Services, the Content, and the Technical Reports are intended for use solely by individuals who are eighteen (18) years of age or older and who are accessing the Platform for business, professional, or commercial purposes (including by licensed engineers, contractors, design professionals, consultants, and similar parties). If You are not at least 18 years of age, You agree not to access or use the Platform or any Content, Services, or Technical Report. If You are accessing the Platform on behalf of an entity or other organization, You represent and warrant that You have the authority to bind such entity or organization to this Agreement, and references to “You” include both You individually and such entity or organization.
5. Accounts
5.1 Accounts. Subject to the terms of this Agreement, You may be permitted to access certain portions of the Platform without establishing an account on the Platform. However, access to most features of the Platform, including the ordering and generation of Technical Reports, requires that You register as a user of the Platform (a “User”) and establish an individual user account (an “Account”). Approval of Your request to establish and maintain any Account is at the sole discretion of Company.
5.2 Organizational Accounts.Upon Your request, and at Company’s sole discretion, Company may permit You to establish or be associated with an Account on behalf of an employer, firm, or other organization (an “Organizational Account”), including by designating an administrator User authorized to manage Accounts associated with the organization. If You access the Platform through an Organizational Account, (a) You and the applicable organization are each responsible for complying with this Agreement; (b) any Subscription Plan purchased through the Organizational Account belongs to the applicable organization, which may authorize its employees and other personnel to access and use the Subscription Plan through individual Accounts on a concurrent-use basis, subject to the number of Floating Licenses (as defined in Section 9.5) purchased by the organization and to any other limitations applicable to the Subscription Plan; (c) any Technical Reports generated or purchased under the Organizational Account may be used only by the authorized Users of that organization in accordance with this Agreement; and (d) the organization is responsible for all acts and omissions of its Users and for all Fees incurred through the Organizational Account, including Fees for the full Subscription Term (as defined in Section 9.4), and any act or omission of a User associated with the Organizational Account that would constitute a breach of this Agreement will be deemed a breach by the organization.
5.3 Account IDs.You are responsible for establishing and maintaining the user identification and password for each of Your Accounts, together with any other authentication credential issued or designated in connection with an Account or an Organizational Account (collectively, the “Account ID”). Each Account is personal to the individual User to whom it is issued. You may not share or transfer Your Account or Account ID or provide any third party with the right to access Your Account or Account ID. Nothing in the preceding sentence limits the right of an organization holding a Subscription Plan to reassign a Floating License from one Account to another in accordance with Section 9.5. You acknowledge that actions under an Account ID may authorize a chargeable transaction, including conversion of a free trial Subscription Plan to a paid Subscription Plan under Section 9.9, and You agree that any transaction authenticated with an Account ID will be deemed authorized by You. You are solely responsible for all use of the Platform, the Services, the Content, and the Technical Reports through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify Company immediately if Your Account ID is lost, stolen, or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of Your Account or under Your Account ID (whether lawful or unlawful), and any actions taken through Your Account or under Your Account ID will be deemed to have been authorized by You.
5.4 Account Information. In connection with establishing an Account, You will be asked to submit certain information about Yourself and, in the case of an Organizational Account, about Your organization (“Account Information”). You agree that: (a) all Account Information You provide will be accurate, complete, and current; and (b) You will maintain and promptly update all Account Information as necessary to keep it accurate, complete, and current. You may not (i) select or use an Account ID of another person with the intent to impersonate that person or (ii) use an Account ID that Company, in its sole discretion, deems offensive or misleading.
5.5 Account Confirmation. You are solely responsible for confirming the set-up and configuration of Your Account and for making all changes and updates thereto through the Platform.
6. Access
6.1 To the Platform. You may access the Platform through the website located at SWMLabs.com (together with any other websites operated by Company bearing this Agreement, each a “Site”) and, if made available by Company, through mobile or online applications provided by or on behalf of Company (each, an “Application,” and each Site and Application forming a part of the “Platform” for purposes of this Agreement). Subject to Your compliance with this Agreement, Company will permit You to access and use the Platform solely for lawful purposes and in accordance with the terms of this Agreement. You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to access and use the Platform.
6.2 To Applications. If Company makes any Application available, then subject to Your compliance with this Agreement and any other terms and conditions accompanying that Application, Company grants You a limited, non-exclusive, non-transferable, non-sublicensable right to download and install the Application on devices owned or controlled by You, and to operate the Application solely for the purpose of using and accessing the Platform in accordance with this Agreement. Except as expressly set forth in the previous sentence, You are granted no licenses or other rights in or to any Application. You agree not to use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any Application other than as expressly permitted in this Agreement.
6.3 To Content. You will be provided with access to a variety of Content through the Platform, including text, data, information, maps, illustrations, graphics, geospatial information, and other media. Unless otherwise noted on the Platform, all Content available through the Platform (other than Your Inputs, as defined below, and the Technical Reports) (“Platform Content”) is owned by Company or its third-party licensors. All Platform Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Platform Content and for Your use of any Platform Content. Subject to Your compliance with this Agreement, You may access the Platform Content solely for Your own internal business purposes in connection with Your use of the Platform. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Platform Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any Platform Content; or (c) alter, obscure, or remove any copyright, trademark, or other notices provided on or in connection with any Platform Content. Company has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Platform Content. Without limiting the foregoing, Company will not be held liable to You or any third party for any Content, including Your Inputs (as defined below), under 47 U.S.C. § 230 (the Communications Decency Act). Except as set forth in this Agreement, You are granted no licenses or other rights in or to any Platform Content or any IPR (as defined below) therein or related thereto.
6.4 To Third-Party Services and Payment Processor. The Platform may provide You with access to, or rely on, certain services, data, or functionality provided, maintained, or hosted by third parties (each, a “Third-Party Service”), including a third-party payment processor used to process payment for Your purchases on the Platform. Your access to and use of any Third-Party Service is subject to any applicable terms of that third party (each, a “Third-Party Service Agreement”), which may include terms relating to fees, privacy, and data processing. By submitting payment information to the Platform, You authorize Company and its payment processor to charge the applicable payment method for all Fees in accordance with this Agreement. COMPANY TAKES NO RESPONSIBILITY FOR ANY THIRD-PARTY SERVICE, AND YOUR ACCESS TO AND USE OF ANY THIRD-PARTY SERVICE IS SOLELY AS SPECIFIED IN THE APPLICABLE THIRD-PARTY SERVICE AGREEMENT.
7. Your Inputs
7.1 Your Inputs. You are solely responsible for all information, data, content, locations, addresses, parcel identifiers, project descriptions, files, and other materials that You submit, upload, provide, or otherwise make available to the Platform, whether directly or indirectly, in connection with the generation of any Technical Report or Your use of the Platform (collectively, “Your Inputs”). As between You and Company, You retain ownership of Your Inputs. You grant Company a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, fully paid-up, sublicensable right and license to use, copy, store, reproduce, modify, process, adapt, translate, create derivative works from, transmit, display, and distribute Your Inputs for purposes of (a) operating the Platform and providing the Services, Content, and Technical Reports to You, (b) maintaining, developing, improving, and enhancing the Platform, the Services, the Content, and the Technical Reports, (c) generating De-Identified Data (as defined in Section 18), and (d) complying with applicable Laws and enforcing this Agreement.
7.2 Accuracy of Inputs. You represent and warrant that (a) Your Inputs are accurate, complete, and current; (b) You have all rights, consents, and authorizations necessary to submit Your Inputs and to grant Company the rights set forth in this Agreement; and (c) Your Inputs, and Company’s use thereof as permitted by this Agreement, do not and will not (i) violate any applicable Law, (ii) infringe, misappropriate, or violate the IPR (as defined below) or other rights of any third party, (iii) contain any material that is libelous, defamatory, obscene, abusive, threatening, or an invasion of privacy, or (iv) contain any viruses or other malicious code. Company is not responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store, restore, or back up any of Your Inputs. You are solely responsible for confirming that each location, address, parcel, project description, and other input used to generate a Technical Report is correct; a Technical Report generated based on inaccurate or incomplete Inputs may not be accurate or suitable for its intended use.
8. Technical Reports
8.1 Generation of Technical Reports. Upon Your submission of a Technical Report request through the Platform and payment of the applicable Fees, or other applicable purchase requirements, Company will use commercially reasonable efforts to generate a Technical Report corresponding to the property, project, or other subject matter identified in Your Inputs. Each Technical Report is generated based on Your Inputs and data sources available to Company at the time of generation, is provided for informational and general reference purposes only, and is not a substitute for independent professional investigation, survey, engineering analysis, legal review, permitting, or regulatory approval.
8.2 Ownership of Technical Reports. As between You and Company, Company owns and retains all right, title, and interest (including all IPR) in and to each Technical Report, the format, structure, and contents thereof, and all methodologies, models, algorithms, databases, data sets, and other materials used to generate any Technical Report, in each case excluding Your Inputs. You acknowledge and agree that You receive no ownership interest of any kind in or to any Technical Report. Nothing in this Agreement transfers or assigns to You any right, title, or interest in or to any Technical Report or any portion thereof.
8.3 License to Technical Reports. Subject to Your compliance with this Agreement and payment of all applicable Fees, Company grants You, solely with respect to each Technical Report You purchase, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use that Technical Report solely for Your internal business purposes in connection with the specific property or project identified in Your Inputs for that Technical Report (the “Subject Project”), including (a) Your internal evaluation, review, and analysis of the Subject Project; (b) submission of the Technical Report, in unaltered form, to governmental or regulatory authorities in connection with permitting, review, or approval of the Subject Project; and (c) delivery of the Technical Report, in unaltered form, to the owner of the Subject Project or other parties with a direct interest in the Subject Project (such as the general contractor, lender, or insurer for the Subject Project) for use solely in connection with the Subject Project. All rights not expressly granted to You in this Section 8.3 are reserved by Company.
8.4 Restrictions on Technical Reports. Without limiting Section 8.3, You will not, and will not permit or authorize any third party to: (a) use any Technical Report for any project, property, or subject matter other than the Subject Project for which such Technical Report was generated; (b) sell, resell, rent, lease, license, sublicense, syndicate, distribute, or otherwise make any Technical Report available to any third party, except as expressly permitted by Section 8.3; (c) modify, translate, adapt, abridge, or create any derivative work of any Technical Report, or use any Technical Report, in whole or in part, as the basis for a separate report, product, service, or database offered to any third party; provided, however, that You may (i) attach the Technical Report in unaltered form as an exhibit or appendix to Your own professional deliverables prepared for the Subject Project, and (ii) quote, cite, or reference the Technical Report in Your own professional deliverables for the Subject Project, in each case subject to Your compliance with Section 8.4(d) and Section 8.4(g); (d) remove, obscure, alter, or circumvent any copyright notice, trademark, watermark, identifier, disclaimer, or other legend contained in or on any Technical Report; (e) use any Technical Report to develop, train, or improve any competing product, service, or model, or to benchmark the Platform against any competitor; (f) use any Technical Report in any manner that violates applicable Law; (g) represent any Technical Report as having been prepared or certified by any licensed professional (including as an engineering, surveying, or legal opinion) unless a licensed professional has actually so prepared or certified it; or (h) use any automated means (including web scraping) to extract data from, or re-generate, Technical Reports from the Platform. Any use of a Technical Report in violation of this Section 8.4 is a material breach of this Agreement and automatically terminates the license granted in Section 8.3 with respect to that Technical Report.
8.5 No Assurance of Regulatory Outcome. You acknowledge and agree that no Technical Report is, or should be construed as, a permit, approval, authorization, or determination by Company or any governmental or regulatory authority. A Technical Report does not guarantee that any governmental or regulatory authority will accept the Technical Report, approve any project, issue any permit, or reach any particular determination. Company makes no representation or warranty that any Technical Report is complete with respect to all applicable laws, regulations, ordinances, or permitting requirements, or that the data sources used to generate a Technical Report are current, complete, or accurate at the time of use. You are solely responsible for confirming all information relevant to Your project with the applicable governmental or regulatory authorities and qualified professionals of Your choosing.
9. Fees, Ordering, Subscription Plans, and Per-Project Purchases
9.1 Fees. You agree to pay Company all fees applicable to Your purchase of Subscription Plans, Per-Project Purchases, and any other products or services made available through the Platform (collectively, the "Fees"). All Fees, including pricing, applicable subscription tiers, discounts, payment options, and other terms specific to any purchase, will be as indicated through the Platform at the time You place the applicable order or as otherwise agreed in writing between You and Company. Company may, from time to time, offer additional products, services, features, or functionality through the Platform, which may be subject to additional Fees or supplemental terms.
9.2 Ordering. Each order for a Subscription Plan, Per-Project Purchase, or other product or service through the Platform constitutes a binding offer by You to purchase such item in accordance with the terms of this Agreement and the terms presented at the time of order. Orders are accepted by Company upon payment confirmation or, where applicable, activation of the applicable Subscription Plan or delivery of the applicable Technical Report. Company reserves the right, in its sole discretion, to accept, reject, or cancel any order, in whole or in part, at any time prior to activation or delivery.
9.3 Per-Project Purchases. A Per-Project Purchase permits You to use the Platform to generate a Technical Report for a single project identified in Your Inputs. Each Per-Project Purchase includes the applicable Technical Report and, unless otherwise specified through the Platform at the time of purchase, permits You to access, edit, and regenerate the applicable Technical Report for that project for a period of nine (9) months following the date of purchase. After the applicable nine (9)-month period expires, the project and its associated Technical Report will become read-only, and no further editing or regeneration will be available. Per-Project Purchases are charged at Company’s then-published rate for the applicable band, are payable in full at the time of order, and are non-refundable in all circumstances. You may restore editing access to a read-only project upon payment of Company’s then-current reopening fee in accordance with Section 9.15.
9.4 Subscription Plans; Subscription Term. A Subscription Plan permits an organization’s authorized Users to generate an unlimited number of Technical Reports for projects that fall within the scope of the applicable subscription tier purchased through the Platform during the applicable subscription term, subject to the concurrent-use limitations in Section 9.5. Only one User may generate, edit, or regenerate a given Technical Report at any one time. Projects that exceed the acreage ceiling or other limitations of the applicable Subscription Plan require a separate Per-Project Purchase. Subscription Plans belong to the purchasing organization and may be used by its authorized Users in accordance with this Agreement.
Each Subscription Plan is purchased for a committed initial term of twelve (12) months, and each renewal term is a committed term of twelve (12) months (each, a “Subscription Term”). A Subscription Plan may be paid annually in advance or in twelve (12) monthly installments, as indicated through the Platform at the time of purchase. Monthly installment payments are offered solely as a payment option for the applicable twelve (12)-month Subscription Term and do not constitute a month-to-month subscription. The Fees for the entire Subscription Term are a committed, non-cancellable obligation. You may not cancel or terminate a Subscription Plan during a Subscription Term, and neither the deletion of an Account, the removal of one or more Floating Licenses, the suspension of Your access under Section 11, nor the lapse of coverage under Section 9.11 reduces, offsets, or extinguishes Your obligation to pay the Fees for the full Subscription Term. The sole means of ending a Subscription Plan is non-renewal in accordance with Section 9.8, effective at the end of the then-current Subscription Term.
Unless Company is notified of non-renewal in accordance with Section 9.8, each Subscription Plan will automatically renew for successive twelve (12)-month Subscription Terms. Renewal Fees will be charged at Company’s then-current rates applicable to the Subscription Plan as of the renewal date. Company will provide notice of each upcoming renewal, including the renewal date, the Fees to be charged, and the method of electing non-renewal, by email to the Account of the organization’s designated owner or administrator approximately thirty (30), ten (10), and three (3) days before the renewal date. BY PURCHASING A SUBSCRIPTION PLAN, YOU ACKNOWLEDGE AND AGREE THAT THE SUBSCRIPTION PLAN WILL AUTOMATICALLY RENEW FOR SUCCESSIVE TWELVE (12)-MONTH TERMS AND THAT THE APPLICABLE RENEWAL FEES WILL BE CHARGED TO YOUR DESIGNATED PAYMENT METHOD UNLESS YOU ELECT NON-RENEWAL BEFORE THE RENEWAL DATE.
9.5 Floating Licenses; Concurrent Use. Each Subscription Plan is licensed on a concurrent-use basis. A “Floating License” entitles the purchasing organization to one (1) simultaneous session on the Platform under the Subscription Plan. A Floating License is not assigned to (and does not entitle) any particular individual. Any authorized User of the organization holding a valid Account may utilize an available Floating License, and the number of Floating Licenses purchased by the organization is the maximum number of its authorized Users who may access or use the Subscription Plan at the same time. References to a “seat” in any Company ordering page, invoice, billing notice, or policy mean a Floating License.
A Floating License is utilized when an authorized User signs in to the Platform under the Subscription Plan and is released when that User signs out, when the session terminates, or when Company’s then-current inactivity timeout elapses. If all of an organization’s Floating Licenses are in use, additional Users will be denied access to the Subscription Plan until a Floating License is released; Company will not automatically add, and will not charge for, additional Floating Licenses on that basis. The organization may add Floating Licenses at any time in accordance with Section 9.7. Floating Licenses may be reassigned among the organization’s Accounts without charge, provided that a single Floating License may never be used by more than one individual at the same time.
You will not, and will not permit any third party to, use any multiplexing, pooling, queuing, session-sharing, credential-sharing, automation, scripting, or other device or arrangement the purpose or effect of which is to permit more individuals to access or use the Subscription Plan than the number of Floating Licenses purchased, or otherwise to circumvent, disable, or interfere with any concurrency control implemented by Company. Any such conduct is a material breach of this Agreement.
9.6 Verification of Concurrent Use. Company may monitor and record concurrent-use metrics for each Organizational Account, including peak concurrent sessions, and, upon reasonable notice and not more than once in any twelve (12)-month period (unless a prior review disclosed under-licensing), may audit Your use of the Subscription Plan and require You to provide records reasonably necessary to verify compliance with Section 9.5. If any audit or Company’s own records establish that Your peak concurrent use has exceeded the number of Floating Licenses purchased, You will promptly purchase the additional Floating Licenses required to cover such use, and Company may invoice You for such Floating Licenses retroactively to the first date of the excess use at Company’s then-current rates, without prejudice to any other remedy. If the excess use exceeds five percent (5%) of the Floating Licenses purchased, You will also reimburse Company for the reasonable costs of the audit. Additional Floating Licenses purchased or invoiced under this Section are co-termed to the then-current Subscription Term and are subject to Section 9.7.
9.7 Changes to a Subscription Plan. All changes to a Subscription Plan are made through the Platform. Increases in the number of Floating Licenses and upgrades to a higher subscription tier take effect immediately, are prorated for the remainder of the then-current Subscription Term, and are co-termed to the renewal date of the Subscription Plan. Reductions—including the removal of one or more Floating Licenses and downgrades to a lower subscription tier—do not take effect until the end of the then-current Subscription Term; the affected Floating License or subscription tier remains active, and the corresponding Fees remain payable, through the end of that Subscription Term. No reduction gives rise to any refund, credit, or offset. A scheduled reduction, and an election of non-renewal under Section 9.8, may be rescinded at any time before it takes effect.
9.8 Non-Renewal. The organization’s designated owner or administrator may elect not to renew a Subscription Plan at any time before the renewal date by setting the Subscription Plan not to renew through the billing settings on the Platform. Upon a valid election of non-renewal, the Subscription Plan and all Floating Licenses under it remain active, and all Fees for the then-current Subscription Term remain payable, through the end of that Subscription Term, after which the Subscription Plan lapses. Upon lapse, projects covered by the Subscription Plan revert to pending or read-only status as described in Section 9.15, the Organizational Account continues on a Per-Project Purchase basis, and no refund, credit, or proration of any Fee is due. Non-renewal of a Subscription Plan is not a termination of this Agreement.
9.9 Free Trial Subscription Plans. Company may, from time to time, offer free trial Subscription Plans to eligible organizations. No Fee is charged during a free trial. Unless otherwise specified through the Platform at the time of enrollment, a valid payment method must be provided to begin a free trial Subscription Plan, and the applicable Subscription Plan will automatically convert to a paid Subscription Plan upon the earlier of (i) expiration of the free trial period unless the free trial is cancelled before it expires; or (ii) the generation of a Technical Report for a project that falls within the criteria of a Subscription Plan. Generation of a Technical Report under a Per-Project Purchase does not convert a free trial Subscription Plan. Unless otherwise determined by Company, each organization is eligible for only one (1) free trial Subscription Plan, and an organization whose free trial is cancelled or that fails to convert is not eligible for a further free trial.
Upon conversion, the Subscription Plan configuration in effect at the moment of conversion—including the subscription tier, the number of Floating Licenses, and the billing cadence—is what is charged and what is committed for the resulting twelve (12)-month Subscription Term. Changes to the subscription tier, billing cadence, or number of Floating Licenses may be made without charge at any time before conversion. Company may restrict the addition of Floating Licenses during the final forty-eight (48) hours of a free trial period as a result of payment-processor limitations; any such addition will be processed upon conversion and prorated to the renewal date of the Subscription Plan. Removal of the organization’s last remaining Floating License during a free trial cancels the free trial, no Fee is owed, the Organizational Account continues on a Per-Project Purchase basis, and projects that were covered by the trial Subscription Plan revert to pending status. Any subscriber discount available under a Subscription Plan is not available during a free trial and will not be applied retroactively to any purchase made before conversion.
9.10 Payment.All Fees are payable in United States dollars unless otherwise specified on the Platform. By maintaining a payment method through the Platform, You authorize Company, and Company’s payment processor, to charge the payment method You designate through the Platform for all Fees as and when incurred, including Fees for each renewal Subscription Term. Unless otherwise stated in writing by Company, You are responsible for maintaining current, valid payment information and for any failed charges, chargebacks, or reversals associated with Your payment method. Until paid in full, all past-due amounts will bear an additional charge of the lesser of 1.5% per month or the maximum amount permitted under applicable Law. If Company requires the use of collection agencies, attorneys, or courts of law for collection of Your account, You will be responsible for those expenses, including reasonable attorneys’ fees. You will be responsible for any and all use, sales, excise, value-added, and other taxes imposed on Subscription Plans, Per-Project Purchases, Services, or other items provided under this Agreement, other than taxes imposed on Company’s net income.
9.11 Non-Payment; Lapse. If any Fee is not paid when due, the following applies. For Subscription Plans and other purchases charged to a card or paid by monthly installment, access continues for three (3) days after payment is due. Your access will be terminated if no payment is received within ten (10) days thereafter. For Fees invoiced by Company, payment is due net thirty (30) days from the invoice date, followed by a grace period of fifteen (15) days after the due date, after which covered projects lock until the invoice is paid in full.
Non-payment does not delete any project, Technical Report, or Your Inputs. Upon lapse, projects covered by the Subscription Plan revert to pending status and may be reactivated only at Company’s then-published full rate; the reduced reopening rate described in Section 9.15 is not available for a lapse caused by non-payment. A lapse, suspension, or cancellation arising from non-payment does not reduce, offset, or extinguish Your obligation to pay all Fees for the full Subscription Term, all of which remain due and owing. Company’s rights under this Section are in addition to its rights under Section 10 and Section 11.
9.12 No Refunds. All Fees are non-refundable once paid. Without limiting the foregoing, no refund, credit, proration, or offset is available for, and Company has no obligation to provide any refund, credit, proration, or offset on account of: unused Technical Reports or unused capacity; the removal of one or more Floating Licenses; a downgrade of a subscription tier; non-renewal or lapse of a Subscription Plan; a project that becomes read-only or reverts to pending status; suspension of Your access under Section 11; or termination of this Agreement or Your Account, except as expressly provided in Section 10.1 or as required by applicable Law. The Platform does not provide, and Company does not offer, any self-service refund mechanism.
9.13 Billing Corrections. Company may, in its sole discretion and as an accommodation only, correct a billing error—such as a duplicate charge, a charge in an incorrect amount, or a payment dispute—by refunding the cash portion of the charge, re-granting any Promotional Credit applied to the affected purchase as a new grant bearing a new expiration period, returning the affected project to draft status, or any combination of the foregoing. A billing correction is a discretionary correction mechanism, is not a refund right, is not available on a self-service basis, and does not constitute a waiver of Section 9.12 or of any other provision of this Agreement.
9.14 Promotional Credit. Company may from time to time grant credit toward Fees through referral or promotional programs (“Promotional Credit”). Promotional Credit is earned only, is never sold or purchased, has no cash value, is non-transferable and non-assignable, and is not redeemable for cash, and no refund of Promotional Credit is available under any circumstance. Unless otherwise specified at the time of grant, each grant of Promotional Credit expires eighteen (18) months after the date of that grant, measured separately for each grant. Company may modify, suspend, or terminate any referral or promotional program, and may revoke any Promotional Credit obtained through fraud, abuse, or breach of this Agreement, at any time and in its sole discretion.
9.15 Reopening Lapsed and Read-Only Projects. When a Per-Project Purchase editing period expires, or when a Subscription Plan expires, is not renewed, or lapses, the affected projects and their associated Technical Reports become read-only or revert to pending status, as applicable. You may restore editing access to such a project upon payment of Company’s then-published reopening fee. Company’s reduced reopening rate, where offered, is available only if the applicable Subscription Term or Per-Project Purchase was paid in full, and a Subscription Term paid in twelve (12) monthly installments qualifies on the same basis as a Subscription Term prepaid annually. The reduced reopening rate is not available with respect to a Subscription Term that lapsed for non-payment, any purchase with an outstanding unpaid balance, any Subscription Term ended before its scheduled expiration for any reason, or a free trial Subscription Plan that never converted; in each such case, the full published rate applies. Any subscriber discount otherwise available under a Subscription Plan does not apply to, and does not stack with, a reopening fee.
9.16 Changes to Fees.Company may change any portion of the Fees at any time by posting the changes to the Platform or otherwise providing notice to You. Any such changes will take effect with respect to orders placed after the effective date of the change. Changes to Fees will not affect any Subscription Plan or Per-Project Purchase already purchased during its applicable term, but will apply to any subsequent purchase or renewal unless otherwise specified by Company.
10. Termination and Effect
10.1 Termination by Company.This Agreement, and Your access to the Platform and Your Account, may be terminated by Company, at any time, in Company’s sole discretion: (a) immediately upon any breach by You of this Agreement, including a failure to pay any Fees when due, that remains uncured five (5) business days after Company provides written notice of such breach (or without such notice or cure period in the case of a material breach of Section 8.4 (Restrictions on Technical Reports), Section 9.5 (Floating Licenses; Concurrent Use), Section 12 (Platform Technology), or Section 14 (Representations and Warranties)); (b) upon any act or omission by You that Company determines, in its sole discretion, poses a legal or security risk to Company, the Platform, or any other User; or (c) for convenience upon thirty (30) days’ notice to You, provided that, if Company terminates for convenience under this clause (c) during an active Subscription Term, Company will refund the portion of any prepaid Fees attributable to the unexpired portion of that Subscription Term, and no further installment will be charged. Termination by Company under clause (a) or clause (b) does not entitle You to any refund and does not relieve You of Your obligation to pay all Fees for the full Subscription Term.
Termination by You.You may terminate this Agreement at any time by deleting Your Account through the Platform or by providing written notice to Company. Termination by You does not entitle You to a refund of any Fees paid, does not accelerate or excuse any unpaid Fee, and does not reduce, offset, or extinguish Your obligation to pay all Fees for the full Subscription Term of any then-active Subscription Plan, all of which will become immediately due and payable. Deleting an Account is not a means of cancelling a Subscription Plan; the sole means of ending a Subscription Plan is non-renewal under Section 9.8.
10.2 Effect of Termination.Upon termination or expiration of this Agreement for any reason: (a) all rights and licenses granted to You under this Agreement, including the license granted in Section 8.3 with respect to any Technical Report delivered prior to termination, will continue only to the extent necessary to permit Your use of each such Technical Report in accordance with Section 8.3 for the Subject Project corresponding to such Technical Report, and no further; (b) Your access to Your Account and the Platform will cease; (c) You will immediately cease all use of and access to the Platform, the Content, and the Services; (d) You will immediately delete any Applications You have downloaded or installed; (e) all Fees then owed by You, including all unpaid Fees for the full Subscription Term of any then-active Subscription Plan, will become immediately due and payable; (f) any Promotional Credit will be forfeited without refund or compensation; and (g) You will immediately either return to Company or, at Company’s direction, destroy any Confidential Information of Company and any other information related to this Agreement in Your possession or control. Termination of this Agreement by Company does not release You from, and You remain liable for, any breach of this Agreement that occurred prior to termination.
Expiration or non-renewal of a Subscription Plan is not a termination of this Agreement. Upon the expiration, non-renewal, or lapse of a Subscription Plan, this Agreement and Your Account remain in effect on a Per-Project Purchase basis, all Floating Licenses under the Subscription Plan terminate, and projects covered by the Subscription Plan revert to pending or read-only status as described in Section 9.15.
11. Suspension
Without limiting Company’s right to terminate this Agreement, Company may also suspend Your access to Your Account, the Platform, or any Content, Service, or Technical Report, with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable Law, upon any non-payment of Fees, upon any use in excess of the Floating Licenses purchased or any attempt to circumvent Company’s concurrency controls under Section 9.5, or upon any other conduct deemed by Company, in its sole discretion, to be inappropriate or detrimental to the Platform, Company, any other User, or any third party. Suspension does not extend the Subscription Term, does not entitle You to any refund, credit, or extension, and does not reduce or excuse any Fee otherwise payable under this Agreement.
12. Platform Technology
The Platform, and the data, information, databases, software, hardware, models, algorithms, methodologies, and other technology used by or on behalf of Company to operate the Platform and generate Technical Reports, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), constitute valuable trade secrets and proprietary information of Company. You will not, and will not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in this Agreement; (b) use the Technology in any unlawful manner or in any manner that could damage, disable, overburden, or impair the Technology; (c) use any robot, spider, scraper, or other automated means to access, query, or collect information from the Technology or the Platform; (d) alter, modify, reproduce, or create derivative works of the Technology; (e) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any rights to access or use the Technology or otherwise make the Technology available to any third party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, methodologies, data sets, or method of operation of the Technology; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) monitor the availability, performance, or functionality of the Technology (including for competitive purposes); (i) interfere with the operation or hosting of the Technology; or (j) use the Technology or any Technical Report to train, develop, or improve any machine-learning model, artificial-intelligence system, or competing product or service.
13. Ownership
Company retains all right, title, and interest, including all IPR, in and to the Technology, the Platform, the Content, the Services, and each Technical Report, and any additions, improvements, updates, modifications, and derivative works thereof. You receive no ownership interest in or to any of the foregoing, and You are not granted any right or license to use any of the foregoing other than as expressly set forth in this Agreement. The Company name, logo, and all product and service names associated with the Platform are trademarks of Company and its licensors, and You are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
14. Representations and Warranties
14.1 Authority. You represent and warrant to Company that: (a) You have the legal right and authority to enter into this Agreement (and, if applicable, to bind Your organization to this Agreement); (b) this Agreement forms a binding legal obligation on Your behalf and on behalf of any organization on whose behalf You act; and (c) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement.
14.2 Compliance with Laws. You acknowledge that (a) the Platform and each Technical Report are provided as informational tools only and You remain solely responsible for all aspects of Your projects, Your professional practice, and Your use of Your Inputs and the Technical Reports; (b) the Platform is a general-purpose service and is not specifically designed to facilitate compliance with any specific Law or regulatory program, whether at the federal, state, local, or tribal level; and (c) You will access and use the Platform, Your Inputs, the Content, the Services, and each Technical Report in compliance with all international, federal, state, and local treaties, laws, rules, regulations, ordinances, professional standards, and licensing requirements applicable to You and to Your activities (“Laws”). Company is not responsible for notifying You of any Law, enabling Your compliance with any Law, or for Your failure to comply. You represent and warrant to Company that Your Inputs, Your use of and access to the Platform, and Your use of any Technical Report will comply with all applicable Laws and will not cause Company or any other party to violate any applicable Law.
15. Disclaimers
15.1 No Professional Advice; No Regulatory Assurance.THE PLATFORM, THE SERVICES, THE CONTENT, AND THE REPORTS DO NOT CONSTITUTE ENGINEERING, SURVEYING, ENVIRONMENTAL, LEGAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR ANY SUCH PROFESSIONAL ADVICE, ANALYSIS, INSPECTION, SURVEY, OR DETERMINATION. NO REPORT CONSTITUTES A PERMIT, APPROVAL, AUTHORIZATION, CERTIFICATION, OR DETERMINATION BY COMPANY OR ANY GOVERNMENTAL OR REGULATORY AUTHORITY, AND COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT ANY REPORT WILL BE ACCEPTED BY, OR RESULT IN ANY PARTICULAR DETERMINATION BY, ANY GOVERNMENTAL OR REGULATORY AUTHORITY. ALL CONTENT, INFORMATION, AND REPORTS MADE AVAILABLE THROUGH THE PLATFORM ARE FOR INFORMATIONAL AND GENERAL GUIDANCE PURPOSES ONLY. YOUR USE OF THE PLATFORM AND ANY INTERACTIONS YOU MAY HAVE WITH COMPANY THROUGH THE PLATFORM DO NOT CREATE A PROFESSIONAL RELATIONSHIP OR FIDUCIARY DUTY, AND DO NOT CREATE ANY PRIVACY INTERESTS OTHER THAN THOSE DESCRIBED IN THE PRIVACY POLICY. YOUR RELIANCE ON ANY CONTENT OR REPORT APPEARING ON OR GENERATED BY THE PLATFORM IS SOLELY AT YOUR OWN RISK.
15.2 No Additional Warranties.THE PLATFORM, THE CONTENT, THE SERVICES, AND EACH REPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY AND ITS LICENSORS, SUPPLIERS, AND PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, CURRENCY, OR TIMELINESS OF THE PLATFORM, THE CONTENT, THE SERVICES, OR ANY REPORT, OR OF ANY UNDERLYING DATA OR SOURCE, AND DO NOT ENDORSE ANY VIEWS OR OPINIONS EXPRESSED IN ANY PLATFORM CONTENT OR REPORT. COMPANY AND ITS LICENSORS, SUPPLIERS, AND PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, THE CONTENT, THE SERVICES, THE REPORTS, AND THE OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, ACCURACY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS REPRESENTATIVES WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
YOU RECOGNIZE THAT THE PLATFORM, THE SERVICES, THE CONTENT, AND EACH REPORT ARE NOT INTENDED TO REPLACE YOUR OWN SITE INVESTIGATION, SURVEYING, ENGINEERING JUDGMENT, LEGAL REVIEW, OR REGULATORY DILIGENCE. THE PLATFORM IS NOT BUILT FOR ERROR-FREE ACCESS, AND INTERRUPTIONS, CRASHES, DOWNTIME, DELAYS, AND LATENCY MAY OCCUR FROM TIME TO TIME. THE PLATFORM IS NOT FAULT TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN OR IN CONNECTION WITH ANY ACTIVITY OR SYSTEM WHERE THE FAILURE OF THE PLATFORM COULD LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE.
16. Indemnity
You agree to defend, indemnify, and hold harmless Company and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, licensors, providers, and successors in interest (collectively, the “Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from or relating to: (a) Your access to or use of the Platform, the Content, the Services, or any Technical Report; (b) the access to or use of the Platform, the Content, the Services, or any Technical Report by any other User associated with an Organizational Account of Yours; (c) Your Inputs or any use thereof; (d) Your violation of Section 8.3 or Section 8.4 (including any unauthorized use, distribution, or re-use of a Technical Report); (e) Your project, property, or activities that are the subject of any Technical Report, including any damage or loss caused by Your project or by reliance on any Technical Report by any party other than You for the Subject Project; (f) Your breach of any provision of this Agreement, including any representation or warranty; or (g) Your violation of any applicable Law. Company will provide You with notice of any such claim or allegation, and Company will have the right to participate in the defense of any such claim at its expense. You may not settle any claim in a manner that imposes any liability or obligation on, or requires any admission by, any Indemnified Party without the prior written consent of Company.
17. Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS LICENSORS, SUPPLIERS, AND PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, THE CONTENT, THE SERVICES, OR ANY REPORT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF INPUTS, OPPORTUNITY, REVENUES, PROFITS, OR REPUTATION, BUSINESS INTERRUPTION, PROJECT DELAYS, REMEDIATION OR REWORK COSTS, REGULATORY FINES OR PENALTIES, OR PROCUREMENT OF SUBSTITUTE CONTENT OR SERVICES. COMPANY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, THE CONTENT, THE SERVICES, AND ALL REPORTS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO COMPANY IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY OR (B) TEN U.S. DOLLARS (U.S. $10.00). YOU AGREE THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, COMPANY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
18. Data Privacy
You expressly consent to the collection, use, and disclosure of Your personally identifiable information and other data and information as described in the Company Privacy Policy, available at https://swmlabs.com/privacy-policy (the “Privacy Policy”), which is incorporated by reference into this Agreement. Notwithstanding anything in the Privacy Policy, Company will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data and information resulting from Your access to and use of the Platform, the Content, the Services, and the Technical Reports, including Your Inputs in de-identified or aggregated form (“De-Identified Data”). All De-Identified Data will be solely owned by Company and may be used by Company for any lawful business purpose (including to train, develop, and improve the Platform, the Services, the Content, the Technical Reports, and Company’s other products and services) without a duty of accounting to You, provided that such De-Identified Data is used only in an aggregated or de-identified form, without directly identifying You or any natural person as a source thereof.
19. Claims of Infringement
Company respects Your copyrights and other IPR, and those of other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Platform without Your authorization in a way that constitutes copyright infringement, You may notify Company’s designated copyright agent by mail to:
SWMLabs, LLC
Attn: Copyright Infringement Agent
7901 4th Street N, Suite 30020
St. Petersburg, FL 33702
[email protected]
Please provide the following information to Company’s Copyright Infringement Agent: (1) the identity of the infringed work and of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, its agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (5) Your electronic or physical signature.
20. Disputes
Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach, or termination of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within five (5) business days after notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within thirty (30) days after either party delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by Company in Pinellas County, Florida, U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator, and will require payment by the non-prevailing party of the costs, fees, and expenses (including reasonable attorneys’ fees) incurred by the prevailing party. Judgment upon the award may be entered in any court of competent jurisdiction. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction at any time to protect its IPR or Confidential Information, and Company may seek collection of unpaid Fees in any court of competent jurisdiction.
21. Governing Law and Venue
The interpretation of the rights and obligations of the parties under this Agreement, including any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Florida, U.S.A., as such laws apply to contracts between Florida residents performed entirely within Florida, without regard to the conflict-of-laws provisions thereof. Subject to Section 20 (Disputes), each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal court in the Southern District of Florida, U.S.A., or in a state court located in Pinellas County, Florida, U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Company.
22. Notices
Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement to be provided to Company must be provided by postal mail to the address for Company listed on the Platform, with a copy by email to [email protected] Company may provide You with any notices required or allowed under this Agreement by sending an email to any email address You provide in connection with Your Account, by posting through the Platform, or by another means Company reasonably selects. Notices provided to Company will be deemed given when actually received. Notices provided to You will be deemed given 24 hours after posting to the Platform or sending via email, unless (as to email) the sending party is notified that the email address is invalid.
23. Linked Sites
The Platform may contain links to third-party sites or content not under the control of Company. If You access a third-party site or content from the Platform, You do so at Your own risk, and Company is not responsible for any content on any linked site or content. You may establish a link to the Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by Company or any group or individual affiliated with Company. You may not use on Your site any Platform Content or marks appearing on the Platform in establishing the link. You may not frame or otherwise incorporate into another site any content or other materials on the Platform without Company’s prior written consent.
24. Additional Terms
Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the Platform, including the Content, the Services, and the Technical Reports, and is the complete and exclusive understanding and agreement between the parties, superseding any oral or written proposal, agreement, or communication between the parties regarding the subject matter hereof. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties or as permitted by Section 3. All waivers by Company under this Agreement must be in writing or later acknowledged by Company in writing. Any waiver or failure by Company to enforce any provision of this Agreement on one occasion will not be deemed a waiver by Company of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be modified to the extent necessary to comply with applicable Law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with applicable Law, and the remaining provisions will remain in full force and effect. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert-witness fees, and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of Yours hereunder may be assigned or transferred by You (in whole or in part, and including by sale, merger, consolidation, change of control, or other operation of law) without the prior written approval of Company. Any assignment in violation of the foregoing is null and void. Company may freely assign this Agreement. The parties are independent parties, not agents, employees, employers, or joint venturers of the other, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to “including” will mean “including, without limitation.” Upon request from Company, You agree to provide Company with such documentation or records with respect to Your activities under this Agreement as may be reasonably requested for Company to verify Your compliance with the terms of this Agreement and all applicable Laws. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions), 8 (Technical Reports) (solely with respect to the license scope and restrictions applicable to any Technical Report delivered prior to termination), 9 (Fees, Ordering, Subscription Plans, and Per-Project Purchases) (with respect to Fees accrued prior to termination), 10.2 (Effect of Termination), 12 (Platform Technology), 13 (Ownership), 14 (Representations and Warranties), 15 (Disclaimers), 16 (Indemnity), 17 (Limitation on Liability), 18 (Data Privacy), 19 (Claims of Infringement), 20 (Disputes), 21 (Governing Law and Venue), 22 (Notices), and 24 (Additional Terms).