This Data License Agreement (this "Agreement") effective 14th of January 2019, and effective as of the date the last party signs (the "effective date"), by and 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."
Estated grants to the Customer the right to use the licensed Information delivered hereunder subject to the terms and conditions set forth herein.
Estated shall assign and deliver to Customer an API key to access the Estated API. The API key is uniquely created for the Customer. All calls to the API must reference the API key. The Customer must treat the API as confidential information and shall not assign, transfer, delegate, share, or sell to any third-party. The Customer agrees to not share it with any third party, including without limitation subsidiaries, affiliates and partner organizations. Any third party must submit its own API Key request.
PERMITTED USES AND ADDITIONAL LICENSE RESTRICTIONS
- The Customer may use the API for the following reasons: internal research, analytics, and data science, or as the input for a consumer product or website content.
- The Customer may create reports, sublicense, disclose, display or distribute licensee reports which contain API information to their customers.
- Any data provided by the API Services may be stored for future use as long as you maintain an active account with Estated. The account remains active if the User makes payment for API Services in the last sixty (60) days.
- The Customer may not use the our API data to develop a stand-alone application, a website or a web application that substantially re-creates the functionality offered by Estated, or for the purpose of competing directly with Estated.
- The Licensed data may not be redistributed in bulk or sub-licensed to any third party.
- The public record property data in select states (currently Idaho, South Carolina, Kansas, Rhode Island, and Washington) may not be used for direct marketing or solicitation purposes of any kind.
- The Customer acknowledges they have non-exclusive rights to the product, or the intellectual property created as a result of the development agreement.
While Estated makes every effort to provide the highest quality data, and regularly audits our databases, we provide this API service as is, with all faults, and as available. The entire risk as to comprehensiveness, satisfactory quality, performance, accuracy and effort is with the Customer. We guarantee a 99.999% uptime.
TERM AND TERMINATION
In the event that either party materially breaches the terms of this Agreement then the non-breaching party must advise the other party of the breach in writing. The offending party has up to 5 business days to remedy the breach, after which the non-breaching party may immediately terminate this Agreement without further notice. In effect of termination or expiration, Customer will immediately discontinue use of the API.
LICENSE FEES AND PRICING
Customer agrees to licensing fees as indicated in Monthly Plan pricing options from Estated. The Customer will pay a monthly fee based upon usage. Estated will charge Customer monthly in arrears for overage fees, if any.
Customer agrees to 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 is responsible for the full plan amount. 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.
Estated will automatically bill 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 bill the Customer on the closest day in the applicable month. For instance, if Customer is regularly billed on the 31st, then Estated will bill Customer on the 28th or 30th in applicable months.
Estated reserves the right to 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.
Payments are accepted via ACH or credit card. Credit card payments are accepted for any permutation of pricing 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.
This agreement will be governed by the laws of the Province of British Columbia, Canada. Any party bringing legal action or proceeding against the other party arising out of or relating to this agreement shall bring the legal action or proceeding only in the Province of British Columbia. Estated may assign its rights and obligations under this agreement to a parent, affiliate, subsidiary, partner or successor. The terms of this agreement will be superceded by any subsequent contract(s).