USLandGrid Terms of Use

These Terms of Use ("Agreement") govern the access and use of data and services provided by USLandGrid, LLC ("USLandGrid," "we," "our," or "us"). By accessing or using our products or services, you ("Customer," "Licensee," or "you") agree to be bound by these terms.

1. License Grant and Usage Rights

1.1 Grant of License: Subject to payment and compliance with the terms herein, USLandGrid grants you a non-exclusive, non-transferable, revocable (unless otherwise stated), limited license to access and use the data and services for your internal business operations.

1.2 Perpetual License: If agreed in writing, a perpetual license may be granted, allowing ongoing use of the licensed data beyond the termination of this Agreement. The perpetual license is limited to the data delivered during the term of the license agreement, excluding updates, enhancements, or new data unless otherwise agreed.

1.3 Rental License: If selected, a rental license grants temporary access to the data and services for the term specified in the invoice or written agreement. At the expiration of the rental period, access will terminate unless extended under mutually agreed terms.

1.4 Restrictions: The license granted herein does not permit you to:

• Distribute, sublicense, or sell the data to third parties without express permission from USLandGrid.
• Modify, reverse-engineer, decompile, or attempt to derive the source code of our services or data structures.
• Use the data to create derivative works intended for resale or external distribution without express written permission.

1.5 Data Updates and Maintenance: USLandGrid reserves the right to periodically update, modify, or discontinue portions of the data and services provided. These updates may be subject to additional fees unless included in the licensing agreement.

2. Payment Terms

2.1 Fees: All fees for access and use of USLandGrid data and services will be invoiced according to the agreed terms. Unless otherwise agreed in writing, payment is due within 30 days of the invoice date. Late payments may incur interest at a rate of 1.5% per month or the highest rate allowed by law, whichever is lower.

2.2 Taxes: Customer is responsible for all applicable sales, use, or other taxes, duties, or governmental fees unless you provide a valid tax exemption certificate.

3. Ownership and Intellectual Property Rights

3.1 Ownership: All rights, title, and interest in and to the data, software, and services, including any and all intellectual property rights therein, remain with USLandGrid and its licensors. This Agreement does not convey to you any ownership rights, except as expressly provided herein.

3.2 Licensee Data: Any data, content, or information provided by you to USLandGrid for the purpose of processing or integrating with our services remains your property. You grant USLandGrid a limited, non-exclusive right to use such data solely for the purpose of fulfilling our obligations under this Agreement.

4. Confidentiality

4.1 Confidential Information: Each party agrees to maintain in confidence all non-public, proprietary information disclosed by the other party, whether in written, oral, or any other form, that is marked or otherwise identified as confidential, or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”).

4.2 Obligations: Neither party shall disclose Confidential Information of the other party to any third party without prior written consent, except as required by law or for the purposes of fulfilling obligations under this Agreement.

5. Term and Termination

5.1 Term: This Agreement remains in effect until terminated by either party in accordance with its terms. For rental licenses, the term will automatically renew at the end of the rental period unless notification is sent 30 days prior.

5.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within thirty (30) days after receiving notice of the breach.

5.3 Effect of Termination: Upon termination of this Agreement for any reason, your right to access and use the data and services will cease. Any fees due and payable before the termination date must still be paid in full. Upon termination, if you hold a perpetual license, your rights to use the data delivered during the subscription period will survive the termination, but you will no longer have access to updates or support services.

6. Disclaimers and Limitation of Liability

6.1 Disclaimer of Warranties: USLandGrid provides the data and services on an "as-is" and "as-available" basis. We do not warrant that the data will be error-free, complete, accurate, or uninterrupted. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.2 Limitation of Liability: In no event shall USLandGrid be liable for any indirect, incidental, special, or consequential damages, including lost profits, business interruptions, or data loss, even if advised of the possibility of such damages. Our total liability for any claims arising under or in connection with this Agreement shall not exceed the fees paid by you for the data and services during the twelve (12) months preceding the claim.

7. Governing Law and Dispute Resolution

7.1 Governing Law: This Agreement is governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles.

7.2 Dispute Resolution: Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration under the rules of the American Arbitration Association, held in [Your Jurisdiction]. Each party shall bear its own costs in connection with the arbitration unless otherwise awarded by the arbitrator.

8. Miscellaneous

8.1 Assignment: You may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of USLandGrid. We may assign this Agreement in the event of a merger, acquisition, or sale of substantially all assets.

8.2 Severability: If any provision of this Agreement is held to be unenforceable, such provision will be modified to the minimum extent necessary to render it enforceable, and the remaining provisions will continue in full force and effect.

8.3 Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior agreements, discussions, and understandings, whether oral or written.

Contact Information

For any questions or concerns regarding these terms, please contact USLandGrid at:

600 17th Street, Suite 2800S, Denver 80202
data@uslandgrid.com
(877) 870-8872