Tidewell Terms of Use

These Terms of Use (these “Terms”) are a binding agreement between Tidewell LLC, a Delaware limited liability company (“Company,” “we,” or “us”), and the business or organization that registers for, orders, or uses the Services (“Customer” or “you”). They govern access to and use of Company’s websites (including https://www.gettechtape.com/tidewell/), mobile applications (if any), platform, data products, APIs, and related services (the “Services”).

THESE TERMS INCLUDE A MANDATORY ARBITRATION PROVISION AND CLASS ACTION AND JURY TRIAL WAIVERS (SECTION 17), AUTOMATIC RENEWAL TERMS (SECTION 5.4), AND COMPANY’S RIGHT TO CHANGE THESE TERMS ON NOTICE (SECTION 16). PLEASE READ THEM CAREFULLY.

1. ACCEPTANCE; AGREEMENT DOCUMENTS

1.1 Acceptance. Customer accepts these Terms by signing an Order Form that references them, clicking to accept them, or using the Services, whichever occurs first. The individual accepting on Customer’s behalf represents that he or she has authority to bind Customer.

1.2 Agreement Documents. The agreement between Company and Customer (the “Agreement”) consists of: (a) these Terms; (b) any Country-Specific Terms that apply under Section 18; (c) any Order Form; (d) the Pricing Page; and (e) Company’s Privacy Policy at https://www.gettechtape.com/tidewell/privacy-policy/, Data Processing Addendum at https://www.gettechtape.com/tidewell/data-processing-addendum/, and Documentation, each incorporated by reference. If documents conflict, they control in this order: Country-Specific Terms; the commercial terms of an Order Form; these Terms; the Pricing Page; and the other documents. Terms in any Customer purchase order are rejected.

1.3 Website Visitors. If you browse Company’s public websites without an account, please note that these Terms apply to your use of the websites, together with the Privacy Policy.

1.4 Migrating Customers. If Customer is moving to the Services from a prior Company product or another legacy arrangement with Company or its affiliates for similar Services, these Terms replace that arrangement for such Services when Customer accepts them, and Customer authorizes Company to import and migrate Customer’s data from the legacy arrangement, subject to Section 6.

2. DEFINITIONS

2.1 “Aggregated Data” means data derived from Customer Data or Usage Data that has been aggregated and/or de-identified so that it does not identify Customer or any individual.

2.2 “Authorized User” means an employee or contractor of Customer whom Customer permits to use the Services under its account.

2.3 “Customer Data” means all data and content that Customer, its Authorized Users, or its End Users submit to the Services, including Input (as defined in Section 9). Customer data excludes Aggregated Data and Usage Data.

2.4 “Documentation” means Company’s then-current user guides and help materials for the Services.

2.5 “End User” means any person, other than Authorized Users, who interacts with the Services at Customer’s direction or whose information Customer submits to the Services.

2.6 “Fees” means the fees for the Services stated in the Order Form or on the Pricing Page.

2.7 “Order Form” means an ordering document or online checkout accepted by Company that specifies the Services, Fees, and Subscription Term.

2.8 “Payment Vendor” means any third-party payment processor, checkout, billing, tax, or subscription-management provider that Company engages from time to time.

2.9 “Personal Information” means information that identifies or is reasonably capable of being associated with an individual or household, or is otherwise defined as personal data or personal information under applicable law.

2.10 “Pricing Page” means Company’s published plans, features, usage limits, and Fees on its website, as updated under Section 16.

2.11 "Property" means each real estate property that Customer registers, connects, or otherwise enables for use with the Services through Customer's account or as identified in an Order Form. A Property is "active" while the Services are enabled for it. A Property is "deactivated" from the time Customer turns off the Services for it through the Services until Customer reactivates it.

2.12 “Subscription Term” means the subscription period in the Order Form or selected at checkout, and each renewal.

2.13 “Usage Data” means data about the operation and use of the Services, including without limitation log, device, account and billing contact information, and payment information.

3. ACCOUNTS AND ELIGIBILITY

3.1 Eligibility. The Services are for businesses located in a Service Territory (Section 18) and are not for personal, family, or household use. Each Authorized User must be at least 18 years old.

3.2 Accounts and Credentials. Customer will provide accurate account information, keep its credentials confidential, and notify Company promptly at legal@gettidewell.com of any unauthorized access. Customer is responsible for all activity under its account and for the acts and omissions of its Authorized Users and End Users.

3.3 End Users. Company may require End Users to accept separate end user terms if they interact directly with the Services. Company is not a party to any agreement between Customer and an End User.

4. USE OF THE SERVICES

4.1 Access Right. Subject to the Agreement and payment of Fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to use the Services for its internal business purposes for each active Property, within any usage limits in the Order Form or Pricing Page. Customer's right to use the Services for a Property is suspended while that Property is deactivated. That right resumes when the Property is reactivated, subject to payment of any applicable Fees. While a Property is deactivated, Customer may still export and delete Customer Data as provided in Section 6.6. Deactivating a Property does not terminate the Agreement or Customer's right to use the Services for any other Property.

4.2 Restrictions. Customer will not, and will not permit anyone to: (a) copy, modify, or create derivative works of the Services, except as Section 19 permits; (b) reverse engineer or attempt to derive the source code, models, or non-public APIs of the Services; (c) resell, sublicense, or otherwise make the Services available to third parties; (d) scrape, crawl, or use automated means to access the Services, except through Company’s APIs within published limits; (e) use the Services or any Output to train or develop any AI model or to build a competing product; (f) circumvent security or usage limits, or interfere with the Services, including through malicious code or denial-of-service attacks; (g) remove proprietary notices; or (h) impersonate anyone or create accounts with false information.

4.3 Acceptable Use. Customer will not use the Services to violate any law (including without limitation privacy, consumer protection, fair housing, fair lending, consumer reporting, anti-discrimination, and anti-spam laws) or anyone’s rights, or to transmit unlawful, deceptive, harassing, or discriminatory content. Company may remove content or suspend access that it believes in good faith violates this Section.

4.4 Free, Trial, and Beta Features. Free plans, trials, and features labeled beta or preview are provided “AS IS,” without warranty, support, or indemnity, may be changed or discontinued at any time, and Company’s total liability for them is limited to $100.

4.5 Changes to the Services; Support. Company may add, modify, or remove features of the Services at any time. If Company discontinues a paid Service in-full, it will give 30 days’ notice and refund any prepaid Fees for the unused period. Company provides support as described in the Documentation and does not guarantee any level of availability.

5. PLANS, FEES, AND PAYMENT

5.1 Plans and Pricing. Company may offer a free version of the Services (the “Free Plan”) and paid subscription plans (“Paid Plans”). The features, feature packages, usage limits, billing periods, and Fees for each plan are stated on the Pricing Page and at checkout, which are part of the Agreement. If Customer signs an Order Form, the commercial terms in the Order Form control over the Pricing Page. Company may, to the extent allowed by law, reject an Order Form or elect to not provide Services at its sole discretion.

5.2 Free Plan. The Free Plan is subject to Section 4.4 and may be changed, limited, or discontinued at any time. Company may delete Free Plan accounts that are inactive for more than 6 months without notice.

5.3 Billing; Prepayment. Paid Plans are billed in advance at the start of each billing period (monthly or annually, as selected at checkout or stated in the Order Form) and are immediately due and payable. Customer authorizes Company and its Payment Vendors to charge Customer’s payment method on file for all Fees when due, including renewal Fees. If Company chooses to send an invoice for Fees, such invoiced Fees are due within 15 days of the date of the invoice.

5.4 Automatic Renewal. UNLESS OTHERWISE SPECIFIED IN THE ORDER FORM, PAID PLANS AUTOMATICALLY RENEW FOR THE SAME BILLING PERIOD (MONTHLY OR ANNUAL) AT THE THEN-CURRENT FEES, AND CUSTOMER’S PAYMENT METHOD WILL BE CHARGED AT THE START OF EACH RENEWAL PERIOD UNTIL CUSTOMER CANCELS. Company will email a reminder before each annual renewal.

5.5 Cancellation; Changes of Plan. Unless otherwise specified in the Order Form, Customer may cancel at any time in its account or billing settings (which may link to a Payment Vendor’s billing portal). Cancellation takes effect at the end of the current billing period or Subscription Term, and access continues until then. Upgrades take effect immediately with a prorated charge; downgrades take effect at the next billing period.

5.6 Payment Vendors; Information Sharing. Checkout, payment processing, billing, tax calculation, and subscription management are provided by Payment Vendors that Company may select and change at any time, under their own terms. Payment card and bank account details are collected and stored by the Payment Vendor, not Company. Customer authorizes Company and its Payment Vendors to share with each other the account, plan, billing, transaction, and limited payment information needed to process payments, manage subscriptions, calculate taxes, prevent fraud, and comply with law, and, if Company changes Payment Vendors, to transfer Customer’s payment information to the new vendor so that the subscription continues.

5.7 Fee Changes. Company may change Fees as provided in Section 16.3. Promotional pricing applies only for the stated period.

5.8 Taxes. Fees exclude taxes. Customer will pay all sales, use, value-added, and similar taxes on its purchases, other than taxes based on Company’s net income.

5.9 Late or Failed Payments. If a payment fails or is late, Company may retry the charge, impose interest at the lesser of 1.5% per month or the maximum legal rate, recover its collection costs, and, at its discretion, move Customer to the Free Plan or suspend the Services.

5.10 No Refunds; Disputes. EXCEPT AS STATED IN THE AGREEMENT OR REQUIRED BY LAW, ALL FEES ARE NON-CANCELABLE AND NON-REFUNDABLE, INCLUDING FOR PARTIAL BILLING PERIODS. Customer must dispute any charge in writing within 15 days and will contact Company before initiating a chargeback; Company may suspend the account during any chargeback investigation.

6. DATA AND PRIVACY

6.1 Ownership of Customer Data. As between the parties, Customer owns all Customer Data.

6.2 License to Company. Customer grants Company a non-exclusive, worldwide, royalty-free, sublicensable, transferable, assignable license to host, copy, process, use, transmit, display, and modify Customer Data to provide, secure, and support the performance of Company’s obligations under this Agreement and as required by law.

6.3 Customer Responsibilities. Customer is responsible for the accuracy and legality of Customer Data and represents that it has given all notices and obtained all consents (including from End Users) needed for Company to process Customer Data under the Agreement.

6.4 Aggregated and De-identified Data; Usage Data. Customer grants Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable, assignable license to use Customer Data to create Aggregated Data. Company owns and controls Usage Data and Aggregated Data and may use, disclose, and commercialize them for any lawful purpose, including for its own business purposes and to develop and improve its products, during and after the Agreement, provided that Company will not disclose Aggregated Data in a form that identifies Customer or any individual.

6.5 Privacy and Data Protection. Company’s Privacy Policy at https://www.gettechtape.com/tidewell/privacy-policy/ describes how Company collects and uses Personal Information in its capacity as a data controller. Company’s Data Processing Addendum at https://www.gettechtape.com/tidewell/data-processing-addendum/ governs how Company collects and uses Personal Information in its capacity as a data processor to Customer.

6.6 Data Export and Deletion. Customer may export Customer Data at any time unless Customer has submitted a Deletion Request. Customer may deactivate the Services for any Property at any time and may reactivate it at any time. Deactivating a Property suspends the Services for that Property and does not terminate these Terms or the Data Processing Addendum. Company may, in its sole discretion, continue to retain Customer Data associated with a deactivated Property, and that Customer Data will remain subject to these Terms. Customer may request deletion of Customer Data through the "Delete My Data" function in the Services or by requesting deletion in writing to Company (a "Deletion Request"). After Customer submits a Deletion Request, Company has no obligation to retain or permit export of Customer Data. Company will delete Customer Data no more than 60 days after receiving a Deletion Request. However, Company may retain Customer Data that it (i) is required to retain by applicable law or judicial, administrative, governmental or regulatory authority, (ii) reasonably determines is necessary to retain to demonstrate compliance with applicable laws or the Agreement, or (iii) has stored in an automated archival or backup system subject to routine deletion in the ordinary course of Company's business. Customer Data retained by Company after a Deletion Request will remain subject to these Terms and the Data Processing Addendum until it is deleted.

7. CONFIDENTIALITY

Each party will use the other’s non-public information that is marked or reasonably understood to be confidential (“Confidential Information”) only to perform under the Agreement, will protect it with reasonable care, and will disclose it only to employees, contractors, and advisors bound by similar obligations or as required by law (with prompt notice where permitted). Customer Data, including Input and Output, is Customer’s Confidential Information. These obligations do not apply to information that is public through no fault of the recipient, already known to or independently developed by the recipient, or rightfully received from a third party. Except as otherwise described herein, upon termination of this Agreement, the receiving party will (i) return all Confidential Information to the disclosing party or, if requested by the disclosing party or if return is impractical, (ii) destroy all Confidential Information and, upon request, certify to such destruction. The receiving party may retain only such Confidential Information that (i) it is required by law to retain, (ii) which it reasonably determines it should retain to defend itself in the event of litigation or a regulatory investigation, (iii) that is stored in an automatic archival or backup system subject to routine deletion in the ordinary course of the receiving party’s business; however, the receiving party’s obligations under the Agreement related to Confidential Information will continue for so long as the receiving party retains such Confidential Information. If the receiving party discloses or uses (or threatens to disclose or use) any Confidential Information in contravention of the Agreement, the disclosing party will have the right, in addition to any other remedies available to it under the Agreement, to seek injunctive relief to enjoin such acts without the necessity of posting a bond, it being specifically acknowledged by the parties that other available legal remedies are inadequate.

8. INTELLECTUAL PROPERTY

8.1 Company Ownership. Company and its licensors own the Services, Documentation, Company content and data, Usage Data, Aggregated Data, and all improvements, together with all related intellectual property rights. All rights not expressly granted are reserved.

8.2 Feedback. Company may use any feedback or suggestions Customer provides for any purpose without restriction or compensation.

8.3 Customer Name. Unless Customer opts out in writing, Company may identify Customer as a customer in its marketing materials including by use of its name and/or logo.

8.4 Copyright Complaints. Company responds to notices of alleged copyright infringement sent to its designated agent at legal@gettidewell.com in accordance with 17 U.S.C. § 512.

9. AI FEATURES; INPUT AND OUTPUT

9.1 AI Features. The Services may include features that use artificial intelligence or machine learning (“AI Features”) to generate text, summaries, reports, estimates, and recommendations; and unify and normalize data. AI Features may be powered by Company’s own models and/or third-party models. Customer may review and edit Output within the Services where the functionality allows.

9.2 Input and Output; Ownership. “Input” means content Customer submits to an AI Feature, and “Output” means what the AI Feature generates in response. As between the parties, Customer owns its Input, and Company assigns to Customer any rights it has in Output, except for Company content or Licensed Data (Section 19) included in the Output, which Company licenses to Customer for use with the Output. Output may not be unique, other users may receive similar output, and Company does not guarantee that Output does not infringe third-party rights.

9.3 Company License; Use of Output. Customer grants Company the license in Section 6.2 to Input and Output, solely to provide and support the Services. Customer may use Output for any lawful business purpose, including commercial purposes, subject to Sections 4.2, 4.3, and 19.

9.4 Limitations and Prohibited Uses. AI Features may produce inaccurate or incomplete Output, and Customer is responsible for reviewing Output before relying on it. Customer will not (a) use Output as the basis for decisions about an individual’s housing, credit, insurance, or employment without human review and compliance with law, or (b) mislead anyone into believing Output was created solely by a human.

9.5 Training; Opt-Out. Company may use Input and Output in de-identified form to train and improve AI Features, and Customer may opt out at any time using the opt-out functionality available in Customer’s account settings. Company does not permit its third-party model providers to train their models on Input or Output.

10. THIRD-PARTY SERVICES; COMMUNICATIONS

10.1 Third-Party Services. The Services may link to or integrate with third-party products, data, software, APIs, and services (“Third-Party Services”), which are governed by their providers’ terms. Company is not responsible for Third-Party Services. Third-Party Services may be modified, suspended, or discontinued at any time, with or without notice, which may result in a degradation of the Services. Failure, suspension, or discontinuance of any or all Third-Party Services will not constitute a breach of the Agreement by Company and will not impact Customer’s obligations, including payment of fees, under the Agreement.

10.2 Customer-Retained Services. To perform as intended, the Services may require that Customer provide access to certain third-party products, data, software, and services retained by Customer, which may include services provided by Company’s affiliates (“Customer-Retained Services”). If Company requires access to Customer-Retained Services, it will inform Customer of the requirement and Customer will cooperate with Company’s request such as by providing necessary access credentials, account information, API keys, or authorizations. If Customer fails to timely cooperate with Company’s request, Company may suspend Services. Company may also connect with certain Customer-Retained Services, such as property management software providers, via an integration directly established between Company and the Customer-Retained Service. Customer authorizes and directs Company, on Customer’s behalf, to obtain data from and send data to Customer-Retained Services and Third-Party Services as reasonably necessary to provide and support the Services. Customer will maintain appropriate contracts with Customer-Retained Services to allow such data exchange. Company will hold access credentials provided to it by Customer in an encrypted password manager or similarly secure system and will use such access credentials solely for performance of the Agreement. Without limiting the generality of the foregoing, Customer authorizes Company to exchange Customer Data with Company’s affiliate, TechTape LLC, as reasonably necessary to provide and support the Services and to aid the services Customer receives from TechTape LLC.

10.3 Electronic Communications. Customer consents to receive notices and other communications from Company electronically, including by email and in-app notice. If Customer opts in to text messages, message and data rates may apply, and Customer may reply STOP to opt out.

11. NO PROFESSIONAL ADVICE; COMPLIANCE

Company is a technology provider only and does not provide legal, tax, financial, investment, appraisal, brokerage, or other professional advice or services. Customer is solely responsible for its compliance with the laws and licensing requirements that apply to its business and for all decisions it makes using the Services. The Services are not for emergency use. Customer will comply with all export control and sanctions laws.

12. TERM AND TERMINATION

12.1 Term. These Terms continue until (1) all Subscription Terms expire or are terminated and (2) Customer Data is deleted from the Services in accordance with Section 6.6.

12.2 Suspension. Company may suspend access to the Services immediately if Customer breaches the Agreement, if Customer’s use poses a security or legal risk, or if required by law or a third-party provider.

12.3 Termination by Customer. Customer may cancel at any time effective at the end of the current Subscription Term or billing period as provided in Section 5.5, and no refund will be given except as stated in the Agreement.

12.4 Termination by Company. Company may terminate the Agreement for any reason on 30 days’ notice, in which case it will refund prepaid Fees for the unused period. Company may also terminate the Agreement immediately upon notice if Customer breaches the Agreement and (i) such breach is incapable of cure or (ii) such breach is capable of cure but has not been cured by Customer within 15 days of Company’s notice of breach.

12.5 Effect of Termination. On termination, Customer’s right to use the Services ends, Customer will pay all accrued Fees, and Customer may export Customer Data as provided in Section 6.6. Notwithstanding the foregoing, these Terms will remain in full force until Customer Data is deleted from the Services as described in Section 6.6.

12.6 Survival. Sections that by their nature should survive termination will survive, including without limitation Sections 4.2, 5, 6.4, 7, 8, 12.6 13, 14, 15, 17, 19.3, and 20.

13. DISCLAIMERS

THE SERVICES, OUTPUT, AND ALL DATA AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DATA, ESTIMATES, ADVICE, OR OUTPUT WILL BE ACCURATE OR PRODUCE ANY PARTICULAR RESULT.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, RENTS, DATA, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF THE FEES CUSTOMER PAID IN THE 6 MONTHS BEFORE THE CLAIM AROSE OR $100. THESE LIMITATIONS DO NOT LIMIT CUSTOMER’S PAYMENT OR INDEMNITY OBLIGATIONS OR ITS LIABILITY FOR BREACH OF SECTIONS 4.2, 4.3, OR 7.

15. INDEMNIFICATION

15.1 By Customer. Customer will defend, indemnify, and hold harmless Company and its affiliates, officers, owners, employees, and agents from all third-party claims, investigations, demands, actions, and proceedings, real or threatened, and all related losses, judgments, awards, settlements, damages, fines, injuries, penalties, and costs (including reasonable attorneys’ fees) arising from Customer Data, Customer’s or its Authorized Users’ use of the Services, Customer’s business and dealings with End Users, or Customer’s breach of the Agreement or violation of law.

15.2 By Company. Company will defend Customer against third-party claims that the Services, as provided by Company, infringe a U.S. patent, copyright, or trademark (an “IP Claim”), and pay resulting damages or settlements. Notwithstanding the foregoing, Company will not be obligated under this section if the IP Claim arises out of (i) Customer’s use of the Services in conjunction with equipment, software, or data provided by Customer or a third party; (ii) Customer’s use of the Services in violation of the Services’ Documentation or the Agreement; or (iii) Customer’s activities after Company has notified Customer that Company believes the Customer’s activities will result in infringement or potential infringement. Without limiting Company’s rights, in the event of an IP Claim, Company may, in its sole discretion and at no cost to Customer, (i) modify the Services so that they are no longer infringing; (ii) obtain a license for the Customer’s continued use of the Services in accordance with the Agreement; or (iii) terminate the Agreement with Customer and refund Customer a pro-rated portion of any prepaid but unused Fees for the Services. The foregoing states the entire liability of Company under the Agreement with respect to infringement of intellectual property rights.

15.3 Procedure. The party seeking indemnification (the “Indemnified Party”) will give prompt written notice to the party from whom indemnification is sought (the “Indemnifying Party”) of any claim for which indemnification is sought under this Agreement. Failure to give such notice will not relieve the Indemnifying Party of its obligation to provide indemnification except to the extent that such failure materially adversely affects the ability of the Indemnifying Party to defend the applicable claim. The Indemnifying Party may elect to assume the defense and control of any such claim at its own cost and expense and the Indemnified Party will have the right to be represented by its own counsel at its own cost in such matters. The Indemnifying Party will use counsel reasonably acceptable to the Indemnified Party. The Indemnified Party will reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s reasonable expense, in the course of defense of any claim, such cooperation including, without limitation, providing documents, information, and/or witnesses. Neither the Indemnifying Party, nor the Indemnified Party, will settle or dispose of any such matter in any manner that would adversely affect the rights or interests of the other party, including the payment of money, without the prior written consent of the other party, which will not be unreasonably withheld, conditioned, or delayed.

15.4 Waiver of Common Law Indemnity. The parties agree that the foregoing indemnification obligations represent the sole indemnification obligations of the parties with regard to the Agreement and, to the greatest extent permitted by applicable law, no theory of equitable, implied, or common law indemnification will apply to the relationship between the parties subject to the Agreement.

16. CHANGES TO THESE TERMS

16.1 Right to Change. Company may change these Terms, the Pricing Page, and any other component of the Agreement at any time by posting the updated version online and updating the “Last Updated” date.

16.2 Notice. For changes to the Agreement that materially and adversely affect Customer, Company will give at least 30 days’ notice by email. Other changes (including changes required by law even if they adversely affect Customer or adding Country-Specific Terms for a new country) take effect when posted.

16.3 Fee Changes. Company may change Fees on at least 30 days’ notice. Unless the Order Form says otherwise, new Fees apply starting with Customer’s next renewal or billing period after the notice period.

16.4 Limits. Changes to the Agreement will not apply retroactively. Changes to Section 17 will not apply to disputes that arose before the change.

16.5 Acceptance; Customer’s Remedy. Customer’s continued use of the Services after a change takes effect constitutes acceptance. If Customer does not agree to a material change, its sole remedy is to terminate before the change takes effect.

17. DISPUTE RESOLUTION; GOVERNING LAW

17.1 Informal Resolution. Before starting any proceeding except as permitted under Section 17.3, a party must send written notice of the dispute to the other party and negotiate in good faith for 30 days.

17.2 Arbitration. Except as stated in Section 17.3 or the Country-Specific Terms, any dispute arising out of or relating to the Agreement or the Services (a “Dispute”) will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator in Bergen County, New Jersey or by video conference. If the amount in controversy is less than $25,000, the parties agree that the Dispute will be decided on the basis of written submissions without a hearing. The decision of the arbitrator will be final without option to appeal. Arbitration costs and fees shall be divided in accordance with the Arbitration Rules. Each party shall be responsible for paying its own attorneys’ fees, costs, and expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if such recovery is expressly allowed by these Terms. No disputes may be arbitrated on a class or representative basis and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. The arbitrator will apply these Terms, including without limitation Section 14. Judgment on the award may be entered in any court with jurisdiction. Disputes must be brought within one year after they arise. Except as necessary to effectively participate in the arbitration and to enforce any judgment or settlement arising therefrom, the parties will keep the arbitration confidential. There is no right to opt out of this Section 17.

17.3 Exceptions. Either party may bring an individual claim in small claims court or seek injunctive relief in court to protect its intellectual property or Confidential Information, and Company may sue to collect unpaid Fees.

17.4 Class Action and Jury Waiver. CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, NOT IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. If this waiver is unenforceable as to a claim, that claim will proceed in court rather than arbitration.

17.5 Governing Law; Venue. Except as stated in the Country-Specific Terms, the Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-laws rules, and, subject to Section 17.2, the state and federal courts in Bergen County, New Jersey have exclusive jurisdiction.

18. INTERNATIONAL USE

18.1 Service Territories. The Services are offered only in the countries Company designates at https://www.gettechtape.com/tidewell/service-territories/ (each, a “Service Territory”).

18.2 Country-Specific Terms. When Company adds a Service Territory, it may post terms that apply only to Customers in that country (“Country-Specific Terms”), which may address the contracting entity, governing law and disputes, currency and taxes, privacy and data transfers, mandatory local law, changes to these Terms, and language. Country-Specific Terms do not affect Customers in other countries.

18.3 Mandatory Local Law. Nothing in the Agreement excludes any right or remedy that cannot lawfully be excluded under the law that applies to Customer.

19. ADDITIONAL TERMS FOR DATA SERVICES

19.1 Services; Licensed Data. The Services may collect, unify, normalize, and analyze real estate data, including property, ownership, transaction, listing, rental, and pricing data, through dashboards, reports, exports, and APIs. “Licensed Data” means all data, reports, and estimates Company makes available through the Services, which may include data from public records, MLS, and other third-party sources (“Third-Party Data”). Third-Party Data, except from Customer-Retained Services, is not intended to include Personal Information.

19.2 Data License. Company grants Customer a limited, non-exclusive, non-transferable license during the Subscription Term to use Licensed Data for its internal business purposes within the use case, geographies, and limits in the Order Form or Pricing Page. Customer may share insubstantial excerpts and analyses that cannot be used to recreate Licensed Data (“Derived Data”) with its personnel and advisors.

19.3 Data Restrictions. Customer will not (a) sell, publish, or redistribute Licensed Data; (b) use it to build a competing database or product; (c) exceed download or API limits; (d) re-identify individuals whose information may have been used in the creation of Licensed Data; (e) use it to decide anyone’s eligibility for credit, insurance, employment, or housing or for any other purpose covered by the Fair Credit Reporting Act; (f) use it as an appraisal or the basis for a lending or investment decision; or (g) violate any restriction imposed by a Third-Party Data source as identified by Company in the Documentation.

19.4 Accuracy; Not an Appraisal. Licensed Data may be incomplete, inaccurate, or outdated, and Company does not verify Third-Party Data. Estimates and valuations are generated by automated models, are not appraisals, and are not investment advice. Customer is responsible for verifying Licensed Data before relying on it. Company may modify or remove any Third-Party Data if its source requires.

19.5 Contributed Data. Customer authorizes Company to process the data Customer submits for unification and analysis (“Contributed Data”) to provide the Services and to use Contributed Data in de-identified and aggregated form to create and improve Company’s products, subject to Section 19.6. Customer represents that it has the right to contribute that data.

19.6 Competitively Sensitive Data. Customer will not use the Services to share competitively sensitive information with, or coordinate pricing with, any competitor in violation of applicable laws including without limitation antitrust laws and regulations.

19.7 Technology Provider Only. Company is not a landlord, property manager, broker, leasing agent, escrow agent, or fiduciary, is not a party to any lease or management agreement, and is not responsible for the condition or legal compliance of any Property. Customer represents that it holds all licenses required for its business.

19.8 Housing Law Compliance. Customer is solely responsible for complying with fair housing, landlord-tenant, rent control, security deposit, accessibility, and fair housing advertising laws, and for all listings, application criteria, leases, notices, and communications it uses.

20. GENERAL

20.1 Assignment. Customer may not assign the Agreement without Company’s prior written consent. Company may assign the Agreement without consent, including without limitation to an affiliate or in a merger or sale of assets.

20.2 Affiliates and Subcontractors. The Services may be provided by Affiliates and subcontractors of Company. Company will be responsible for the acts and omissions of its Affiliates and subcontractors, including any acts or omissions that, if taken (or not taken) by Company, would constitute a breach of the Agreement. As used in this Section 20.2, “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means ownership of more than 50% of the voting interests of such entity.

20.3 Audit. Company and/or a third party designated by Company may audit Customer upon at least tent (10) business days’ prior notice to determine Customer’s compliance with the Agreement. Customer will reasonably cooperate with the audit. If the audit reveals a material breach of the Agreement by Customer, Customer will promptly upon demand reimburse Company for its reasonable expenses incurred in connection with the audit.

20.4 Notices. Company may send notices to the account administrator’s email address or through the Services. Customer must send notices to legal@gettidewell.com and Tidewell LLC, Attn: Legal, 501 Route 17, Suite 1 #1048, Paramus, New Jersey 07652. Notices to Customer are effective upon transmission. Notices to Company are effective upon receipt.

20.5 Other Terms. Company is not liable for delays caused by events beyond its reasonable control. The parties are independent contractors. The Agreement is the entire agreement on its subject and supersedes all prior agreements. If any provision is unenforceable, the rest remains in effect. A waiver must be in writing signed by the waiving party. Electronic acceptance and signatures are binding.

20.6 Contact; California Notice. Questions may be sent to support@gettidewell.com. Under California Civil Code § 1789.3, California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or (800) 952-5210.