API Terms of Use
Last updated: April 15, 2020
These Estated Terms of Use (this "Agreement") governs Customer’s access to and use of the API Services. This Agreement forms a binding legal agreement between Data Nerds Marketing Ltd dba Estated "Estated", a British Columbia corporation, located at 532 Leon Ave Suite 200, Kelowna, BC, and the API user "Customer". Estated and the Customer are each individually a "Party" and collectively, the "Parties."
BY USING THE API SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 11(b). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE API SERVICES.
CUSTOMER REPRESENTS AND WARRANTS TO ESTATED THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE API SERVICES ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO ESTATED THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
This Agreement is entered into the earlier of: (a) the date Customer first uses any part of the API Services; and (b) the date Customer agrees to be bound by this Agreement (the “Effective Date”).
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PROVISIONING OF THE API SERVICES
- Subject to Customer’s compliance with the terms and conditions of this Agreement, Estated will: (i) make the API Services available to Customer on the terms and conditions set out in this Agreement during the Term; and (ii) grant Customer a non-exclusive, non-transferable, limited license to use the data, information and other materials provided through the API Services (the “Licensed Information”) subject to the restrictions set out in this Agreement.
-
API KEY
- Estated will assign and deliver to Customer an API key (“API Key”), which Customer may use to access Estated’s API (the “API Services”). The API Key is uniquely created for Customer. All calls to the API Services must reference the API Key. Customer must treat the API Key as Confidential Information and shall not assign, transfer, delegate, share, or sell to any third-party. Customer agrees to not share the API Key with any third party, including without limitation subsidiaries, affiliates and partner organizations. Any third party must submit its own API Key request.
-
USE; RESTRICTIONS ON USE
- Customer may create reports, sublicense, disclose, display or distribute licensee reports which contain Licensed Information to their customers (“End Users”).
- Provided Customer maintains an active account with Estated and has paid all Fees payable within the previous sixty (60) days, Licensed Information provided through the API Services may be stored for future use.
- Customer will not, and will not permit others to
- Disassemble, decompile, manipulate or reverse engineer Estated’s Confidential Information or any portion of the API Services;
- Allow access to the API Services through any servers located outside of Customer’s or any End Users’ operations or facilities or on a web service (such as Amazon Web Services or equivalent alternative web services), except that employees of Customer and End Users may use the API Services remotely in connection with the performance of their employment duties;
- Store the Licensed Information outside the United States or Canada;
- Use the API Services in any way that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or
- Use the Licensed Information to develop a stand-alone application, a website or a web application that substantially re-creates the functionality or data sets offered by Estated, or for the purpose of competing directly with Estated.
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Redistribution.
- Customer may not redistribute the Licensed Information in bulk.
- Customer may resell the Licensed Information to End Users, so long as End Users’ use of the Licensed Information is solely for their internal use. Customer is fully responsible for any use of the Licensed Information by its End Users.
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Marketing Uses.
- To the extent Customer or End Users use the Licensed Information for marketing or solicitation purposes, all such use will comply with all applicable laws, statutes, ordinances, rules and regulations, and the published guidelines of the Data & Marketing Association. In addition, Customer may not use the Licensed Information (or any portion thereof) in any jurisdiction or source provider that has prohibited the use of the Licensed Information for marketing or solicitation purposes or for which Estated has provided Customer with notice that such Licensed Information (or any portion thereof) may not be used for marketing or solicitation purposes. In addition the Marketing Prohibition contains a list of jurisdictions, for which the Licensed Information may not be used for marketing or solicitation purposes. Such list is subject to change from time to time.
- Notwithstanding Section 3(e)(i) above, any public record property data provided in the Licensed Information may not be used for direct marketing or solicitation purposes of any kind in selected states (currently Idaho, South Carolina, Kansas, Rhode Island, and Washington).
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SUSPENSION OF ACCESS; SCHEDULED DOWNTIME; MODIFICATIONS
- Estated may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:
- Suspend Customer’s access to or use of the API Services for: (A) scheduled maintenance; (B) due to a force majeure; (C) if Estated believes in good faith that Customer or any End User has violated any provision of this Agreement; (D) to address any emergency security concerns; or (E) if required to do so by a regulatory body or as a result of a change in applicable law; and
- Make any modifications to the API Services.
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DISCLAIMER
GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ESTATED DOES NOT WARRANT THAT THE API SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE API SERVICES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE API SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY ESTATED TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ESTATED DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE API SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY LICENSED THIRD-PARTY TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ESTATED HEREBY DISCLAIMS ALL IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
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OWNERSHIP
All rights (including intellectual property rights), title and interest in and to: (a) the API Services, the Licensed Information and all other materials provided by Estated hereunder; (b) anything developed or delivered by or on behalf of Estated under this Agreement; and (c) any update, adaptation, translation, customization or derivative work to the foregoing (a) and (b), will remain with Estated (or its third party suppliers, if applicable). The API Services, the Licensed Information and all materials provided by Estated hereunder are licensed and not “sold” to Customer. All rights not expressly granted to Customer in this Agreement are reserved.
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INDEMNITIES
Customer will defend, indemnify and hold harmless Estated, its suppliers and their respective officers, directors, employees and agents (each, a “Estated Indemnitee”) from and against any and all claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature, brought against Estated Indemnitees by a third party, arising out of or relating to: (a) Customer’s breach of any of Customer’s licenses, obligations or restrictions under this Agreement; or (b) unauthorized use of the API Services by Customer or any End User. Customer will fully cooperate with Estated in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Estated.
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LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ESTATED BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT ESTATED WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE API SERVICES OR THIS AGREEMENT.
FOR ANY OTHER DAMAGES, OR TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ESTATED’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THIS AGREEMENT, OR CUSTOMER’S USE OF, OR INABILITY TO MAKE USE OF, THE API SERVICES EXCEED $0CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
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TERM AND TERMINATION
- Term. This Agreement will commence on the Effective Date and continue to be in effect until terminated in accordance with its terms (the “Term”).
- Termination for Convenience. Except in the event Customer has entered into an Annual Plan, either Party may terminate this Agreement at any time by providing at least 30 days’ advance notice to the other Party.
- Termination for Cause. Either Party may, in addition to other relief, terminate this Agreement if the other Party commits a material breach of this Agreement and fails within 5 business days after receipt of notice of such breach to correct such material breach.
- Effect of Termination. Customer will immediately discontinue use of the API Services upon termination of this Agreement.
- Survival. Any provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason.
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LICENSE FEES AND PRICING
- Fees. Customer will pay to Estated the applicable fees (the “Fees”) in accordance with the monthly plan or the annual plan, as applicable.
- Monthly Plan. Customer will pay licensing fees as indicated in Monthly Plan pricing options from Estated based upon usage. Estated will charge Customer monthly in arrears for overage fees, if any.
- Annual Plan. Customer will pay licensing fees as indicated in Annual Plan pricing options from Estated. Unless otherwise noted, all Annual Plan fees are paid monthly for 12 months. Customer may terminate an Annual Plan upon 90 days’ written notice to Estated, provided that Customer will continue to pay Estated the applicable monthly licensing fees until the date of such termination. Annual Plan pricing renews yearly unless Customer submits a cancellation notice in writing no later than 30 days prior to the expiration of the plan. Estated will charge Customer monthly in arrears for overage fees, if any.
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Invoicing.
- Estated will automatically invoice Customer each month on the calendar day corresponding to the date on which Customer first commenced payment for their plan. If Customer’s plan began on a day not contained in a given month, then Estated will invoice the Customer on the closest day in the applicable month. For instance, if Customer is regularly invoiced on the 31st, then Estated will invoice Customer on the 28th or 30th in applicable months.
- Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 calendar days of the invoice date. For greater certainty, if Customer has subscribed to an ongoing subscription, then such subscription will automatically renew at its expiry for the same period of time, at the then-current subscription rate described in term, and Estated will invoice or charge Customer on a recurring basis.
- Customer may not withhold or setoff any amounts due under this Agreement. Estated reserves the right to suspend Customer’s access to the API Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid
- The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement other than taxes based on the net income or profits of Estated.
- Price Adjustments. Estated may make incremental changes to pricing. Customers on a Monthly Plan will be advised no later than 30 days in advance of any changes to the license fees or structure. Customers on an Annual Plan will be advised no later than 30 days prior to the plan renewal date of any changes to the license fees or structure.
- Payment Terms. Payments are accepted via ACH or credit card. Credit card payments are accepted for all types of pricing under this Agreement and will be charged upon the commencement of the plan and monthly thereafter. ACH payments are only accepted for plans of $1799 per month or more. ACH payment is due in full no later than 30 days after the invoice is issued. Estated reserves the right to temporarily disable the Customer’s API Key if invoices go unpaid beyond 30 days.
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GENERAL TERMS
- Assignment. Estated may assign its rights and obligations under this agreement to a parent, affiliate, subsidiary, partner or successor.
- Changes. Except where prohibited by applicable law, Estated reserves the right to change the terms of this Agreement at any time without notice. Customer’s continued access to or use of the API Services after any changes indicates Customer’s acceptance of such changes. It is Customer’s responsibility to review this Agreement regularly.
- Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
- Governing Law and Jurisdiction. This agreement will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Any Party bringing legal action or proceeding against the other Party arising out of or relating to this agreement will bring the legal action or proceeding in Vancouver, British Columbia, Canada. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Estated from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
Marketing Prohibition
Client will not use the Data Products (or any portion thereof) for any marketing or solicitation purposes in any state or jurisdiction identified below. This marketing prohibition list is subject to change by notice from Estated:
| FIPS/CODE |
State |
County/District |
RESTRICTED DATA TYPE |
| 16001 |
ID |
ADA |
ALL |
| 16011 |
ID |
BINGHAM |
ALL |
| 16021 |
ID |
BOUNDARY |
ALL |
| 16035 |
ID |
CLEARWATER |
ALL |
| 16057 |
ID |
LATAH |
DEED |
| 16071 |
ID |
ONEIDA |
ALL |
| 16073 |
ID |
OWYHEE |
ALL |
| 16087 |
ID |
WASHINGTON |
ALL |
| 17089 |
IL |
KANE |
DEED |
| 17169 |
IL |
SCHUYLER |
ALL |
| 17183 |
IL |
VERMILION |
ASSESSMENT |
| 18173 |
IN |
WARRICK |
DEED |
| 20000 |
KS |
STATEWIDE |
ALL |
| 21067 |
KY |
FAYETTE |
DEED |
| 21171 |
KY |
MONROE |
ASSESSMENT |
| 21233 |
KY |
WEBSTER |
ALL |
| 22007 |
LA |
ASSUMPTION |
DEED |
| 22015 |
LA |
BOSSIER |
DEED |
| 22017 |
LA |
CADDO |
DEED/ |
| 26097 |
MI |
MACKINAC |
ALL |
| 29041 |
MO |
CHARITON |
DEED |
| 29107 |
MO |
LAFAYETTE |
ALL |
| 30013 |
MT |
CASCADE |
DEED |
| 36103 |
NY |
SUFFOLK |
ALL |
| 45000 |
SC |
STATEWIDE |
ALL |
| 48027 |
TX |
BELL |
ALL |
| 48039 |
TX |
BRAZORIA |
ALL |
| 48091 |
TX |
COMAL |
ALL |
| 48099 |
TX |
CORYELL |
ALL |
| 48115 |
TX |
DAWSON |
DEED |
| 48157 |
TX |
FORT BEND |
ALL |
| 48167 |
TX |
GALVESTON |
ALL |
| 48187 |
TX |
GUADALUPE |
ALL |
| 48209 |
TX |
HAYS |
ALL |
| 48213 |
TX |
HENDERSON |
ALL |
| 48215 |
TX |
HIDALGO |
ALL |
| 48245 |
TX |
JEFFERSON |
ALL |
| 48251 |
TX |
JOHNSON |
ALL |
| 48257 |
TX |
KAUFMAN |
ALL |
| 48259 |
TX |
KENDALL |
ALL |
| 48291 |
TX |
LIBERTY |
ALL |
| 48303 |
TX |
LUBBOCK |
ALL |
| 48339 |
TX |
MONTGOMERY |
ALL |
| 48361 |
TX |
ORANGE |
ALL |
| 48409 |
TX |
SAN PATRICIO |
ALL |
| 48427 |
TX |
STARR |
DEED |
| 48441 |
TX |
TAYLOR |
ALL |
| 48467 |
TX |
VAN ZANDT |
ALL |
| 48469 |
TX |
VICTORIA |
ALL |
| 48479 |
TX |
WEBB |
ALL |
| 48493 |
TX |
WILSON |
ALL |
| 49015 |
UT |
EMERY |
ALL |
| 53051 |
WA |
PEND ORIELLE |
ALL |
| 53057 |
WA |
SKAGIT |
ALL |
| 53063 |
WA |
SPOKANE |
DEED |
| 53077 |
WA |
YAKIMA |
ALL |