Terms & Conditions

1. Definitions

“Agreement” means the Order Form and these Terms of Use.

“Beta Service” means a CivilGrid service that is not generally available to customers.

“CivilGrid” means CivilGrid, Inc., a Delaware corporation.

“CivilGrid IP” means all intellectual property rights in the Service and other CivilGrid intellectual property rights.

“Customer” means an entity that has executed an Order Form.

“Customer Data” means electronic data and information submitted by or for Customer through the Service, or collected and processed by or for Customer using the Service.

“Documentation” means online user guides, documentation, and help and training materials, as updated from time to time, relating to the Service.

“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order Form” means the Data Purchase Order Form executed by Customer and CivilGrid.

“Parties” means CivilGrid and Customer.

“Service” means the CivilGrid service for downloading third party documents and data, as described in the Order Form and Documentation, and includes the Service Content.

“Service Content” means the documents and data Customer may download from the Service.

“User” means an individual who is authorized by Customer to use the Service, for whom Customer has ordered the Service, and to whom Customer (or CivilGrid at Customer’s request) has supplied a user identification and password. Users may include, for example, Customer employees, consultants, contractors, and agents.

2. Free Trials

2.1 General

If Customer registers for a free trial, CivilGrid shall make the Service available on a trial basis free of charge until the earlier of: (a) the end of the free trial period; or (b) the start date of Customer’s purchased use of the Service. Additional trial terms and conditions may be applicable to the free trial as specified in the offer. These additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

2.2 No Warranty

Notwithstanding Section 6 (Warranties and Disclaimers), during the Free Trial the Service is provided “as is” without any warranty.

3. CivilGrid Responsibilities

3.1 Provision of Service

CivilGrid shall make the Service available to Customer pursuant to this Agreement. CivilGrid makes no guarantees as to the continuous availability of the Service or of any specific feature of the Service since: (a) it is hosted by third parties; and (b) the Service Content is provided by third parties.

3.2 Beta Service

From time to time, CivilGrid may invite Customer to try a Beta Service. Customer may accept or decline any Beta Service in Customer’s sole discretion. A Beta Service will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a description of similar import. A Beta Service is for evaluation purposes only and not for production use, is not considered a part of the “Service” under this Agreement, is not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Service trial period will expire upon the earlier of 3 months after the trial start date or the date that a production version of the Beta Service becomes generally available. CivilGrid may discontinue a Beta Service at any time in its sole discretion and may never make it generally available. CivilGrid will have no liability for any harm or damage related to use of a Beta Service.

4. Use If The Service

4.1 Permitted Usage of the Service Content

Customer may: (a) use the Service Content for the benefit of Customer or its clients or customers; (b) combine the Service Content with other data and materials; and (c) share the Service Content (either alone or as combined under clause (b)) with its clients, customers, and subcontractors, and other third parties, in each case only on a need to know basis and subject to commercially reasonable efforts to maintain the confidentiality of the Service Content.

4.2 Customer Responsibilities

Customer shall: (a) be responsible for Users’ compliance with this Agreement; (b) be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify CivilGrid promptly of any unauthorized access or use; (d) use the Service only for its internal business purposes in accordance with the Documentation and applicable laws and government regulations; and (e) use the Service Content responsibly and in accordance with the applicable engineering standards of care, including in accordance with the disclaimers in Sections 6.3 and 6.4.\

4.3 Prohibited Uses

Customer shall not: (a) use the Service to create, enhance or structure any database; (b) use the Service to create derivative products or derivative datasets; or (c) use the Service in connection with, or to enable development of, machine learning, rules engines, or other similar automated processes.

4.4 Other Usage Restrictions

Customer shall not, except as may be permitted under Section 4.1: (a) make the Service available to anyone other than Customer’s Users; (b) allow access to the Service through any terminals located outside of its operations or facilities; (c) sell, resell, license, sublicense, distribute, rent or lease the Service, or include it in a service bureau or outsourcing offering; (d) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights; (e) use the Service to store or transmit Malicious Code; (f) interfere with or disrupt the integrity or performance of the Service or third party data contained in the Service; (g) attempt to gain unauthorized access to the Service or its related systems or networks; (h) permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit; (i) copy the Service or any part, feature, function, software code, or user interface thereof; (j) copy the Documentation other than as reasonably needed in connection with Customer’s permitted use of the Service; (k) frame or mirror any part of the Service; (l) access the Service in order to build a competitive product or service; (m) reverse engineer the Service (to the extent this restriction is permitted by law); (n) use the Service for any benchmarking purposes; or (o) download, read, display, copy, modify or transmit any program code or documentation comprising an internal part of the Service.

4.5 Usernames and Passwords

To the extent that CivilGrid requires a password to access the Service, or any portion of a CivilGrid website, Customer shall: (a) provide accurate, complete, and up to date information; (b) update Customer information to keep it accurate, current, and complete; and (c) comply with this Agreement. Failure to provide accurate information constitutes a breach of this Agreement, which may result in immediate termination of Customer’s right to access the Service. Furthermore, Customer shall not: (d) give a password to any unauthorized person; (e) allow any unauthorized party to use Customer’s account; (f) sell or transfer use of or access to the Service or permit anyone else whose account was suspended or terminated to use the Service through a Customer username or password; or (g) select a username that impersonates someone else, is intended to disguise the user's identity, is or may be illegal, may be protected by trademark or other proprietary rights, is vulgar or offensive, or may cause confusion. CivilGrid reserves the right to reject any username in its sole discretion. If any security breach or unauthorized use of Customer’s account occurs, Customer shall notify CivilGrid immediately in writing or via email. CivilGrid will not be liable for any loss Customer may incur as a result of someone else using a Customer password and account with or without Customer’s permission.

4.6 Certification and Audit Rights

On written request, Customer shall provide a signed certification: (a) verifying that the Service is being used in accordance with the terms of this Agreement; and (b) listing the locations where the Service is accessed. CivilGrid may audit Customer’s use of the Service and compliance with the terms of this Agreement. Any audit will be conducted during business hours and will not unreasonably interfere with Customer’s business activities. Customer shall provide all reasonable assistance and information reasonably requested to determine whether Customer is in compliance with this Agreement. If an audit reveals that Customer has underpaid under this Agreement, Customer will be invoiced for the underpaid amounts based upon the generally available price list at the time the amounts would have otherwise been incurred, together with interest at a rate of one and one-half percent (1.5%) per month or partial month or the highest rate allowed by law, whichever is less, compounded, during which any amounts were owed and unpaid. If an audit reveals that Customer has underpaid amounts totaling ten percent (10%) or more of the amounts due in any year, Customer shall reimburse all reasonable costs, fees, and expenses associated with the audit.

5. Proprietary Rights

5.1 CivilGrid IP

Subject to the limited usage rights expressly granted in this Agreement, CivilGrid and its licensors reserve all right, title and interest in and to the Service and the CivilGrid IP, including all related patent, copyright, trade secret, trademark, and other intellectual property rights. This ownership includes any suggestions, ideas, enhancement requests, feedback, or recommendations Customer may provide relating to the Service (“Feedback”), and Customer hereby assigns to CivilGrid all right, title and interest in the Feedback and all intellectual property rights therein. Customer is not getting a license to any software programs, but only the right to access and use the Service in accordance with this Agreement. No rights are granted to Customer other than as expressly set forth in this Agreement.

5.2 Customer Data

Customer reserves all right, title and interest in and to the Customer Data, including all related patent, copyright, trade secret, trademark, and other intellectual property rights. Customer hereby grants CivilGrid a license to use Customer Data to: (a) provide the Service; and (b) develop and improve CivilGrid products.

5.3 Federal Government End Use Provisions

CivilGrid provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with CivilGrid to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

6. Warranties And Disclaimers

6.1 Representations

Each Party represents that it has validly entered into this Agreement and has the legal power to do so.

6.2 Service Warranty

CivilGrid warrants that: (a) it follows applicable engineering standards of care in obtaining the Service Content; and (b) the Service will perform substantially in accordance with the applicable Documentation and this Agreement. For any breach of this warranty, CivilGrid shall exercise commercially reasonable efforts to re-perform any non-conforming Service that was performed within the 30 day period immediately preceding the date of Customer’s written notice to CivilGrid specifying in reasonable detail the non-conformance. If CivilGrid concludes that conformance is impracticable, then CivilGrid shall refund all fees paid by Customer to CivilGrid, if any, allocable to the nonconforming Service.

6.3 Disclaimers

(A) THE SERVICE CONTENT IS PROVIDED “AS IS” AND NEITHER CIVILGRID NOR ITS THIRD PARTY DATA PROVIDERS PROVIDE A WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE ACCURACY OF THE SERVICE CONTENT. THE SERVICE CONTENT IS KNOWN TO INCLUDE GAPS AND INACCURACIES. USERS MUST FOLLOW APPROPRIATE PLANNING, ENGINEERING AND CONSTRUCTION DUE DILIGENCE ACTIVITIES, INCLUDING CALLING LOCATE AND MARK SERVICES PRIOR TO PERFORMING EXCAVATIONS, POTHOLING BY HAND TO DETERMINE THE PRECISE LOCATION OF ANY UTILITIES, UTILIZING SAFE DIGGING PRACTICES, AND PERFORMING OTHER ON-SITE STUDIES NECESSARY TO IDENTIFY AND MITIGATE PROJECT RISKS. NEITHER CIVILGRID NOR ITS THIRD PARTY DATA PROVIDERS WILL BE LIABLE FOR DAMAGES TO PERSON OR PROPERTY THAT RESULTS FROM INCOMPLETE OR INACCURATE SERVICE OUTPUT OR RELIANCE ON THE SERVICE.

(B) CIVILGRID DISCLAIMS ANY LIABILITY RELATED TO THE CONDUCT OF A REAL ESTATE CLOSING. CIVILGRID MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICE CONTENT IN ANY GEOGRAPHIC AREA. THE SERVICE PROVIDED IS NOT INSURED, AND CUSTOMER SHALL NOT CONSTRUE THE SERVICE CONTENT AS A REPRESENTATION AS TO THE CONDITION OF TITLE TO REAL PROPERTY. CUSTOMER SHALL NOT CONSTRUE SERVICE CONTENT AS AN ABSTRACT, LEGAL OPINION, OPINION OF TITLE, TITLE INSURANCE COMMITMENT OR PRELIMINARY REPORT, OR ANY FORM OF TITLE INSURANCE OR GUARANTY. CUSTOMER ACKNOWLEDGES THAT THE SERVICE MAY NOT INCLUDE ALL RECORDED CONVEYANCES, INSTRUMENTS OR DOCUMENTS WHICH IMPART CONSTRUCTIVE NOTICE WITH RESPECT TO ANY CHAIN OF TITLE DESCRIBED IN THE SERVICE.

(C) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER CIVILGRID NOR ITS THIRD PARTY DATA PROVIDERS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A P

6.4 Additional Limitations and Disclaimers for Land Rights Documents from Data Tree

(a) CivilGrid works with Data Tree in the provision of parcel maps, chain of titles, and other land related documents (“Land Documents”).

(b) Customer shall not use Land Documents: (i) to create, replace, supplement or enhance any title, legal, vesting, ownership or encumbrance report for the purpose of underwriting title insurance; or (ii) coupled with alternative insurance approaches or products; without first obtaining written permission from Data Tree.

(c) Customer shall not use Land Documents: (i) as a factor in establishing an individual’s eligibility for credit or insurance; (ii) in connection with underwriting individual insurance; (iii) in evaluating an individual for employment purposes; (iv) in connection with a determination of an individual's eligibility for a license or other benefit granted by a governmental authority; (v) in any way that would cause the information to constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.; or (vi) in any other manner that would cause such use to be construed as a consumer report by any governmental authority.

6.5 Exclusive Remedies

The express remedies in Section 6.2 (Service Warranty) constitute Customer’s exclusive remedies, and CivilGrid’s sole obligation and liability, for any claim: (a) that the Service or Service Content do not conform to specifications or are otherwise defective; or (b) that any services were performed improperly.

7. Fees And Payment

7.1 Fees

Customer shall pay all fees specified in the Order Form. Except as otherwise specified in the Order Form, payment obligations are non-cancelable, and fees paid are non-refundable (except as specified in Section 6 (Warranties and Disclaimers)).

7.2 Purchase Order Terms

Any terms or conditions on any purchase order in any way different from or in addition to the terms and conditions of this Agreement will have no effect and the Parties hereby reject all such terms and conditions.

7.3 Overdue Charges

If any invoiced amount is not received by CivilGrid by the due date, then without limiting any other rights or remedies: (a) those charges may accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; and (b) CivilGrid may condition future subscription renewals on different payment terms. All payments are due Net 30 days from invoice date.

7.4 Suspension of Service

If any amount owing by Customer under this Agreement is 10 or more days overdue, CivilGrid may, without limiting any other rights and remedies, suspend services until the unpaid amounts are paid in full.

7.5 Payment Disputes

CivilGrid shall not exercise its rights under Section 7.3 (Overdue Charges) or 7.4 (Suspension of Service and Acceleration) above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

7.6 Taxes

The fees under this Agreement do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction related to the services under this Agreement (collectively, “Transaction Taxes”). Customer is responsible for paying all Transaction Taxes associated with Customer’s purchases hereunder. If CivilGrid has the legal obligation to pay or collect Transaction Taxes for which Customer is responsible, CivilGrid shall invoice Customer and Customer shall pay that amount unless Customer provides CivilGrid a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, CivilGrid is responsible for taxes assessable against CivilGrid based on its income, property, and employees.

7.7 Future Functionality

Customer agrees that Customer’s purchases are not contingent on the delivery of any future functionality or features, or dependent on any verbal or written public comments made by CivilGrid regarding future functionality or features.

8. Term And Termination

8.1 Term

This Agreement commences on the Effective Date and continues until the end of the Subscription Term, each as specified in the Order Form. Subscriptions will automatically renew for successive 1-year terms unless a Party notifies the other Party at least 30 days before the end of the applicable term of its intent not to continue the subscription. If the Service pricing is going to increase upon renewal, then CivilGrid must provide notice of the increase at least 60 days prior to the renewal.

8.2 Termination

A Party may terminate this Agreement for cause: (a) if the other Party is in material breach of this Agreement and the breach remains uncured 30 days after written notice; or (b) if the other Party becomes the subject of any bankruptcy or insolvency proceeding.

8.3 Customer Data

Upon request by Customer made within 30 days after the termination of this Agreement and full payment of Customer’s obligations under this Agreement, CivilGrid shall make Customer Data available for export or download as provided in the Documentation and in accordance with applicable laws. After that 30-day period, CivilGrid will have no obligation to maintain or provide Customer Data, and may thereafter delete or destroy all copies of Customer Data in its systems, unless legally prohibited.

8.4 Surviving Provisions

Sections 1 (Definitions), 4 (Use of the Service), 5 (Proprietary Rights), 6 (Warranties and Disclaimers), 7 (Fees and Payment), 8 (Term and Termination), 9 (Confidentiality), 10 (Limitation of Liability), and 12 (General Provisions) will survive any termination of this Agreement.

9. Confidentiality

9.1 Definition

“Confidential Information” means all information disclosed by a Party (the “Discloser”) to the other Party (the “Recipient”), whether verbally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. “Representatives” means a Party’s directors, officers, employees, advisors (including financial advisors, counsel, and accountants), agents, or controlling persons. Customer’s Confidential Information includes Customer Data; CivilGrid’s Confidential Information includes the Service and the Service Content; and Confidential Information of each Party includes the confidential terms of this Agreement (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes of the Discloser.

9.2 Protection of Confidential Information

The Recipient shall: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Discloser in writing, limit access to Confidential Information to those of its Representatives who need that access for purposes consistent with this Agreement and who are bound by confidentiality obligations no less stringent than those in this Agreement. Neither Party shall disclose the confidential terms of this Agreement to any third party other than its Representatives without the other Party’s prior written consent. The acts and omissions of a Party’s Representatives are deemed the acts and omissions of that Party under this Agreement.

9.3 Exceptions

Except for personally identifiable information, the Recipient has no obligations under Section 9.2 (Protection of Confidential Information) with respect to any Confidential Information if it: (a) is or becomes generally known, or readily ascertainable by proper means, by the public other than through a breach of this Agreement by the Recipient; (b) was known by the Recipient before it is disclosed to the Recipient by the Discloser as evidenced by Recipient’s written records; (c) is developed independently by the Recipient in a manner that does not rely on the Confidential Information; or (d) is disclosed to the Recipient by a third party not subject to anynondisclosure obligations with respect to the Confidential Information.

9.4 Compelled Disclosure

If the Recipient receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a court or other governmental agency, the Recipient shall: (a) immediately notify the Discloser of the existence, terms, and circumstances surrounding the request; (b) consult with the Discloser on the advisability of taking legally

available steps to resist or narrow the request; and (c) if disclosure is required, cooperate with the Discloser at the Discloser’s expense in obtaining an order or other reliable assurance that confidential treatment will be accorded to the portion of the information as the Discloser may designate.

9.5 Public Records Act

Notwithstanding Section 9.4 (Compelled Disclosure), Customer agrees that information provided by CivilGrid under this Agreement, including maps and data downloaded from CivilGrid’s application and website, represents proprietary, sensitive and confidential third party information that for reasons of security shall not be subject to disclosure pursuant to California Public Records Act (Government Code 6250 et seq.) or Brown Act (Government Code 54950 et seq.) or other similar public records statute requests.

10. Limitation Of Liability

10.1 Limitation of Liability

NEITHER PARTY’S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 7 (FEES AND PAYMENT).

10.2 Exclusion of Consequential and Other Damages

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, SAVINGS, OR REVENUES, OR CONSEQUENTIAL, INCIDENTAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES.

10.3 Basis of the Bargain

CUSTOMER ACKNOWLEDGES THAT THE FEES UNDER THIS AGREEMENT REFLECT THE OVERALL ALLOCATION OF RISK BETWEEN THE PARTIES, INCLUDING BY MEANS OF THE LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES DESCRIBED IN THIS AGREEMENT. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN AND A MODIFICATION OF THESE PROVISIONS WOULD SUBSTANTIALLY AFFECT THE FEES. IN CONSIDERATION OF THESE FEES, CUSTOMER AGREES TO THIS ALLOCATION OF RISK AND HEREBY WAIVES ANY RIGHT, THROUGH EQUITABLE RELIEF OR OTHERWISE, TO SUBSEQUENTLY SEEK A MODIFICATION OF THESE PROVISIONS OR ALLOCATION OF RISK.

11. Insurance

CivilGrid shall maintain in full force and effect during the Term:

• Commercial general liability insurance with coverage limits of not less than $2,000,000 per occurrence and $4,000,000 in the aggregate.
• Technology E&O/Cyber insurance (aka. or Technology Professional Liability) with coverage limits of not less than $1,000,000 per occurrence and in the aggregate.
• Automobile (hired and non-owned) liability insurance with coverage limits of not less than $2,000,000 combined single limit.
• Workers compensation insurance as required by law in the state where the services will be provided with coverage limits of not less than $1,000,000 per occurrence.

12. General Provisions

12.1 Export Compliance

The Service may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use the Service in a U.S.-embargoed country or in violation of any applicable export or import law or regulation.

12.2 Compliance with Laws

During the Term each Party shall comply with all applicable laws and regulations, and shall obtain all applicable permits and licenses required in connection with its obligations under this Agreement.

12.3 Legal Expenses

In the event legal action is taken by a Party to enforce its rights under this Agreement, the non-prevailing Party shall reimburse the prevailing Party for all costs and expenses incurred by it, including reasonable attorneys’ fees and court costs.

12.4 Notice

All notices under this Agreement, including notices of address change, must be in writing and will be deemed given when sent by: (a) registered mail, return receipt requested; or (b) a nationally recognized overnight delivery service (such as Federal Express), to the appropriate Party at the relevant address stated in the Order Form, unless a Party notifies the other of a new address in writing, in which case the new address will be used.

12.5 Severability

If any provision of this Agreement is held by a court to be illegal, unenforceable, or in conflict with any law of a federal, state, or local government, the validity of the remaining provisions will remain in full force and effect.

12.6 Governing Law; Arbitration

This Agreement is governed by the laws of the State of California, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any dispute arising out of or in relation to this Agreement or the rights and obligations hereunder must be arbitrated in the English languagebefore one arbitrator under the administration of the American Arbitration Association, and according to its Commercial Arbitration Rules. The seat of the arbitration will be California, and the place of hearing will be San Francisco, California. A Party may seek interim injunctiverelief under these Rules and before any court having jurisdiction, and each Party hereby submits to the personal jurisdiction of any court reasonably chosen by the initiating Party for such purposes. The initiating Party shall reimburse the other Party’s costs if the court declinesjurisdiction. The arbitral panel will be empowered to grant injunctive relief upon application. Awards of the arbitral panel will be enforceable in any court having jurisdiction, and each Party hereby submits to the personal jurisdiction of any court reasonably chosen by the enforcingParty for such purposes. The enforcing Party shall reimburse the other Party’s costs if the court declines jurisdiction.

12.7 Waiver

The waiver by either Party of any breach of this Agreement will not constitute a waiver of any other or subsequent breach.

12.8 Assignment

Neither Party may transfer, by operation of law or otherwise, this Agreement or any right or duty arising hereunder to a third party without the other Party’s prior written consent, except that a Party may transfer this Agreement, together with all of its rights and duties under this Agreement, to a successor entity if it is acquired, whether by equity or asset purchase, merger, corporate restructuring or reorganization, or the like. Any purported transfer in violation of this Section is void.

12.9 Relationship of the Parties

The relationship of the Parties is that of independent contractors. Neither Party is the agent of the other Party, and neither Party is authorized to act on behalf of the other Party.

12.10 No Third Party Beneficiaries

Except where CivilGrid’s third party data sources are referenced, there are no third party beneficiaries of this Agreement.

12.11 Force Majeure

Except with regard to any obligation to pay money hereunder, neither Party will be held responsible for any delay or failure in performance hereunder caused by fire, strike, flood, embargo, labor dispute, delay or failure of any subcontract, act of sabotage, riot, accident, delay of carrier or supplier, limitations or delays inherent in the use of the internet, voluntary or mandatory compliance with any governmental act, regulation or request, act of God or by public enemy, or any other cause beyond the Party’s reasonable control. If one of these events does occur, the time to perform an affected obligation will be extended by the length of timethe event continues.

12.12 Entire Agreement; Modifications

This Agreement and all Order Forms, which are incorporated by this reference, contain allthe agreements, representations, and understandings of the Parties, and supersede any previous understandings, commitments, or agreements, verbal or written, with respect to the subject matter of this Agreement. CivilGrid from time to time may make revisions to theDocumentation to reflect additional services or revisions to the manner in which an existing service is provided. These revisions will be incorporated in this Agreement unless they represent a reduction of the Service then being provided in any material respect. CivilGridmay make other changes to the Documentation or to these Terms of Use from time to time and the changes will be effective upon reasonable notice to Customer, which may include email or other electronic notification. CivilGrid may also change or discontinue the Service, in whole or in part, including pricing, technical support options and other product-related policies. Customer’s continued use of the Service after notice of any changes indicates agreement to the changes. This Agreement may be otherwise modified or amendedonly in a written document signed by a duly authorized representative of each Party that expressly states the sections of this Agreement to be modified; no other act, usage, or custom will be deemed to amend or modify this Agreement.