Data License Agreement (Archived)

Effective Date: July 9, 2019

 

This Reonomy Data License Agreement (“Agreement”) is a legal agreement between Scryer, Inc. (d/b/a Reonomy), a Delaware corporation located at 767 Third Avenue, New York, New York 10017 (“Reonomy”) and you, the named customer or client on an Order Form (as defined below) (“Customer”), governing Customer’s access to and use of the Reonomy Data (as defined below). By executing an Order Form, Customer is (i) affirming Customer’s consent to being bound by the terms and conditions set forth in this Agreement, (ii) acknowledging that Customer has read and understood this Agreement, and (iii) acknowledging that Customer are legally competent to enter into and agree to this Agreement. For purposes of this Agreement, “Customer” includes any of Customer’s officers, employees, directors, executives or other members of Customer’s organization that are using the Reonomy Data.

THIS AGREEMENT INCLUDES (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST REONOMY; (3) A RELEASE BY CUSTOMER OF ALL CLAIMS FOR DAMAGE AGAINST REONOMY THAT MAY ARISE OUT OF CUSTOMER’S USE OF THE REONOMY DATA; and (4) AN AUTOMATIC RENEWAL PROVISION. BY ACCESSING OR USING ANY OF THE REONOMY DATA, CUSTOMER AGREES TO THESE PROVISIONS.

 

1. DEFINITIONS.

Capitalized terms shall have the meanings set forth in this Section 1 (Definitions) or as otherwise defined in this Agreement.

Customer Data” means any data, content or other information provided by or on behalf of Customer to obtain a license to and/or receive the Reonomy Data that identifies, or in combination with other information or data in Reonomy’s possession, could be used to identify, Customer or any of its representatives.

Documentation” means any of Reonomy’s proprietary documentation made available to Customer by or on behalf of Reonomy for use with the Reonomy Data, including any such documentation made available online, electronically, in print or otherwise.

Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, rights in software and all other intellectual property rights that may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Order Form” means an order form executed by Reonomy and Customer with respect to the licensing of Reonomy Data that specifies, among other things, the type of Reonomy Data licensed thereunder and the applicable license term, Fees and payment terms therefor.

Privacy Policy” means Reonomy’s Privacy Policy posted on Reonomy’s website located at http://www.reonomy.com, which governs Reonomy’s practices regarding the collection, storage, use, and disclosure of Customer Data.

Reonomy Data” means any data, content or other information provided or made available to Customer by or on behalf of Reonomy pursuant to an Order Form.

Usage Data” means any data, content, or other information directly provided to Reonomy by or on behalf of Customer (other than Customer Data), including any Feedback.

 

2. LICENSE GRANT.

Subject to the terms and conditions of this Agreement, including without limitation User’s payment of all applicable Fees and compliance with all of Section 3 and Section 7.2 below, Reonomy hereby grants to Customer a limited, revocable, non-exclusive, non-transferable license (without the right to sublicense) during the Term to access and use the Reonomy Data solely for Customer’s internal business purposes and in accordance with any applicable Documentation. The foregoing license grant is not a sale of any Reonomy Data or any copy thereof, and Reonomy or its third party partners or suppliers, as applicable, retain all right, title, and interest in and to the Reonomy Data (including any copies thereof and all Intellectual Property Rights therein). Any attempt by Customer to transfer any of the rights, duties or obligations hereunder, except as expressly permitted in this Agreement, is void. For the avoidance of doubt, Customer may not permit any of its third party vendors, service providers, contractors or other agents to access or use the Reonomy Data, even if such access or use is for Customer’s internal business purposes. Reonomy reserves all rights not expressly granted under this Agreement. For the avoidance of doubt, Reonomy may revoke this license and terminate Customer’s right to access and use of the Reonomy Data at any time for any reason in Reonomy’s sole discretion.

 

3. LICENSE RESTRICTIONS.

Customer shall not, directly or indirectly, nor shall Customer permit any third party, including any third party providing services or technology to or for the benefit of Customer, to:

(a) copy, distribute, attempt to get unauthorized access to, or disclose any part of the Reonomy Data in any medium;

(c) reverse engineer, decompile, disassemble or otherwise attempt to access or discover the source code or underlying ideas or algorithms contained in the Reonomy Data;

(d) modify, adapt, reproduce or create derivative works based on the Reonomy Data or Documentation;

(e) rent, lease, distribute, sell, resell, assign, license, sublicense or otherwise transfer Customer’s rights to access or use the Reonomy Data;

(f) use the Reonomy Data for timesharing or service bureau purposes or otherwise for the benefit of a third party;

(g) remove any proprietary notices from the Reonomy Data or any other Reonomy materials furnished or made available hereunder;

(h) use the Reonomy Data to develop any similar or competitive service, or other information resource of any kind (print, electronic or otherwise) for sale to, distribution to, display to or use by others;

(i) use the Reonomy Data in violation of (i) any third-party right known, or that should have been known, to Customer or (ii) any federal, state, or local law, rule, or regulation;

(j) take any action that imposes, or may impose (as determined by Reonomy in its sole discretion) an unreasonable or disproportionately large load on the Reonomy infrastructure;

(k) upload invalid data, viruses, worms, or other harmful software code, files, scripts or agents through Reonomy’s systems; or

(l) bypass the measures Reonomy may use to prevent or restrict access to the Reonomy Data, including without limitation features that prevent or restrict use or copying of any Reonomy Data or enforce limitations on access to or use of the Reonomy Data.

 

4. AUDIT.

During the Term or following the expiration or earlier termination of this Agreement for any reason, if Reonomy has reasonable grounds to believe that Customer is in violation of its obligations hereunder (including with respect to Section 10.3), upon reasonable notice and during usual business hours, Customer agrees to allow Reonomy, or its designated third party (under confidentiality provisions no less stringent than those set forth in this Agreement), to audit those relevant facilities, systems, procedures, records, and/or data logs, of Customer, as necessary to ensure Customer’s compliance with the terms of this Agreement. Customer shall cooperate with Reonomy in all reasonable respects in connection with such audit and shall pay Reonomy’s expenses relating to such audit.

 

5. PROPRIETARY RIGHTS.

5.1 Customer Proprietary Rights.

(a)            Reonomy hereby acknowledges that, as between Customer and Reonomy and subject to Section 5.2 below, Customer owns all legal right, title, and interest in and to Customer Marks (as defined below) and all Intellectual Property Rights therein. Nothing in this Agreement will confer on Reonomy any right of ownership or interest in Customer Marks or the Intellectual Property Rights therein. Customer reserves all rights in Customer Marks not expressly granted under this Agreement. Customer hereby acknowledges and agrees that Reonomy may use Customer’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (collectively, “Customer Marks”), in presentations, marketing materials, customer lists, financial reports and website listings (including links to Customer’s website) for the purpose of advertising or publicizing Reonomy’s products and services and/or Reonomy’s business.

(b)            Notwithstanding anything in this Agreement to the contrary, for the avoidance of doubt, Reonomy’s collection, storage, use, and disclosure of Customer Data is governed by the Privacy Policy.

5.2 Reonomy Proprietary Rights.

(a)            Customer hereby acknowledges that, as between Customer and Reonomy, Reonomy owns all legal right, title and interest in and to the Reonomy Data, and all Intellectual Property Rights therein. Reonomy reserves all rights in the Reonomy Data not expressly granted under this Agreement, whether arising under the theories of license or estoppel or otherwise.

(b)            If Customer provides Reonomy with any suggestions, ideas, feedback, reports, error identifications or other information related to the Reonomy Data or Customer’s use and evaluation thereof (“Feedback”) or any other Usage Data, Customer hereby assigns to Reonomy all right, title and interest in and to all Usage Data, including all Intellectual Property Rights therein.

 

6. SECURITY.

eonomy has certain safeguards in place in the interest of the security of Customer Data, as described in more detail in the Privacy Policy. Customer acknowledges that, notwithstanding such security precautions, use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to Reonomy’s systems and Customer Data. Accordingly, Customer acknowledges and agrees that Reonomy cannot and does not guarantee or accept any liability in connection with the privacy, security, integrity or authenticity of any information so transmitted over or stored in any system connected to the Internet (including Customer Data) or that any such security precautions will be adequate or sufficient.

 

7. CUSTOMER OBLIGATIONS.

 7.1 Hardware.  Customer is solely responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access and use the Reonomy Data, and for paying all third-party fees and access charges (e.g., ISP, telecommunications) incurred by or on behalf of Customer while using the Reonomy Data.
 7.2 Conduct.  Customer represents, warrants and covenants that Customer: (a) will abide by all local, state, national, and international laws, rules, and regulations applicable to Customer’s use of the Reonomy Data, including without limitation, all applicable privacy laws and data protection legislation; (b) have all necessary rights to provide and use any data, content and/or information that Customer provides or makes available to Reonomy in connection with Customer’s use of any Reonomy Data and that Reonomy’s use thereof as permitted by this Agreement or the Privacy Policy will not violate any right of any third party or any law, rule, or regulation; (c) will not provide any data, content or other information in violation of any fiduciary duty, duty of confidentiality, or contractual obligation; (d) will not transmit to Reonomy any data, content or other information in violation of the rights of any individual or entity in any jurisdiction, including without limitation, rights of privacy, rights of publicity, trade secret rights, or any other Intellectual Property Rights; (e) will not use any Reonomy Data for illegal, fraudulent, unethical or inappropriate purposes; (f) will not interfere or disrupt networks connected to the Reonomy Data or interfere with the ability of others to access or use the Reonomy Data, and (g) will not transmit to Reonomy any material or otherwise use any Reonomy Data in any manner that could constitute a criminal offense or give rise to civil liability. Reonomy neither endorses the contents of any Customer Data or Usage Data nor assumes any responsibility for any infringement of third-party rights arising therefrom or any crime facilitated thereby. Customer shall notify Reonomy if Customer becomes aware that any of the Reonomy Data is being used for any illegal or unauthorized purpose.

 

8. FEES AND TAXES.

 8.1 Fees and Payments.  In consideration for the provision of the Reonomy Data to Customer, Customer shall pay Reonomy the fees applicable to such access and use set forth in the applicable Order Form(s), subject to Section 9.2 (“Fees”), in accordance with the payment terms set forth in such Order Form(s). If Customer provides its payment by way of credit card or debit card, Customer hereby grants permission to Reonomy to charge all Fees due and owing to such credit card or debit card, including Fees with respect to renewals of licenses of Reonomy Data in accordance with this Agreement on the date on which such Fees are due. Customer may withdraw its consent to Reonomy’s use of such credit card or debit card by providing thirty (30) days’ prior written notice to Reonomy. Such withdrawal does not constitute a termination of Customer’s license to the Reonomy Data and Customer shall remain liable for any Fees as they become due. Customer represents that it is the card holder of any credit card or debit card that it provides to Reonomy for payment(s), or that Customer is duly authorized to provide the consent to use such credit card or debit card as set forth in this Section 8. Payment obligations for use of the Reonomy Data are non-cancelable and Fees paid are non-refundable.
 8.2 Taxes.  All Fees are exclusive of all taxes, levies or duties, and Customer will be responsible for payment of such taxes, levies or duties resulting from its use of the Reonomy Data, excluding only federal and state taxes based solely upon Reonomy’s net income. If Reonomy has the legal obligation to pay or collect taxes for which Customer is responsible pursuant to this Section 8.2, Reonomy will invoice the amount of such taxes to Customer and Customer shall pay such amount, unless Customer provides Reonomy with a valid tax exemption certificate authorized by the appropriate taxing authority.

 

9. TERM AND TERMINATION.

 9.1 Agreement Term.  This Agreement shall commence on the date set forth in the applicable Order Form and, unless earlier terminated pursuant to this Agreement, shall continue until all of Customer’s rights to use the Reonomy Data have expired or been terminated under all outstanding Order Forms (the “Term”).
 9.2 Automatic Renewal.  Except as otherwise specified in an Order Form, the license term for the Reonomy Data provided under such Order Form will automatically renew for additional one-year periods, unless either party gives the other written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current license term. The license fee for a renewal term will be at or below Reonomy’s applicable list price in effect at the time of the renewal, unless Reonomy notifies Customer of a different price at least thirty (30) days before the end of the then-current license term. Notwithstanding anything to the contrary herein, any renewal in which volume of Reonomy Data has decreased from the prior license term will result in re-pricing at renewal without regard to the prior license term’s per-unit pricing.
 9.3 Termination for Cause.  (a) Either party may terminate this Agreement or any Order Form(s) then in effect in the event of a material breach by the other party that remains uncured for thirty (30) days after its receipt of written notice of such breach from the non-breaching party, and (b) Reonomy may immediately terminate this Agreement and any Order Form(s) then in effect in the event of any breach or alleged breach by Customer of Sections 1, 2, 3, 5.2, or 7.2 (or any portion thereof). In the event that Reonomy elects to terminate this Agreement or any Order Form for cause in accordance with this Section 9.3, Customer will not be entitled to any refund, regardless of the remaining duration of the Term.
 9.4 Effect of Termination.

(b)            Upon the expiration or earlier termination of this Agreement for any reason, whether by Customer or Reonomy: (a) all licenses granted to Customer hereunder shall terminate Customer will no longer have any right to receive or use any portion of the Reonomy Data, including any Documentation; (b) Customer shall immediately cease using the Reonomy Data; and (c) each party will comply with Section 10.3. For the avoidance of doubt, the termination of this Agreement also terminates all then-existing Order Forms.

(b)            Upon the expiration or earlier termination of an Order Form for any reason, whether by Customer or Reonomy: (i) all licenses granted to Customer thereunder shall terminate and Customer will no longer have any right to receive or use the Reonomy Data licensed under such Order Form shall cease; (ii) Customer shall immediately cease using the Reonomy Data licensed under such Order Form; and (iii) Customer shall return to Reonomy, or otherwise destroy (with written certification of the same), all copies of the Reonomy Data licensed under such Order Form.

 9.5 Survival.  All terms which by their nature should survive the expiration or termination of this Agreement shall so survive, including Sections 1, 3, 4, 5, 7.2, 8, 9.4, 10-15, and this Section 9.5.

 

10. CONFIDENTIALITY.

 10.1 Obligations.  Each of the parties shall maintain in confidence any non-public, confidential or proprietary information disclosed by or on behalf of the other party, whether disclosed before or during the Term, whether disclosed orally or disclosed or accessed in written, electronic or any other form or media, whether tangible or intangible, and whether or not marked, designated, or otherwise identified as “confidential” (“Confidential Information”). The receiving party shall not disclose, use, transmit, inform or make available to any third party any Confidential Information of the disclosing party, and shall not use any Confidential Information of the other party except as necessary in order to perform its obligations or exercise its rights under this Agreement. Each party shall take all actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information of the other party and such other party’s respective rights therein, at all times exercising at least the same degree of care that it uses to protect its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care. Each party shall restrict access to the Confidential Information of the other party to those employees or agents who require access in order to perform such party’s obligations or exercise such party’s rights hereunder; provided that, in no event shall Customer permit any of its third party vendors, service providers, contractors or other agents to access or use Reonomy’s Confidential Information, even if such access or use is for Customer’s internal business purposes. Reonomy’s “Confidential Information” includes, without limitation, the Reonomy Data, any Usage Data, and the terms of this Agreement and any negotiations between Customer and Reonomy regarding use of the Reonomy Data (including, without limitation, any Fees payable thereunder).
 10.2 Exclusions.  Confidential Information shall not include any information that is (a) already rightfully known to the receiving party at the time of the disclosure; (b) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (c) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party that rightfully acquired such information; or (d) communicated to a third party with the express written consent of the disclosing party. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement; provided the receiving party provides prompt notice of any such subpoena, order, or the like to the disclosing party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.
 10.3 Destruction or Return of Confidential Information.  Upon expiration or earlier termination of this Agreement for any reason, the receiving party shall, upon request of the disclosing party, return to the disclosing party, or otherwise destroy (with written certification of the same), all copies of the disclosing party’s Confidential Information, except for archival and back-up copies on back-up tapes and if, and to the extent, the receiving party is required to retain such material under applicable laws, rules or regulations. Notwithstanding the foregoing, none of the Reonomy Data may be retained through archival or back-up copies or kept or used by Customer upon expiration or earlier termination of this Agreement for any reason.

 

11. WARRANTY DISCLAIMER.

CUSTOMER ACKNOWLEDGES THAT THE REONOMY DATA IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REONOMY, ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL, AND MAKE NO, WARRANTIES OF ANY KIND (WHETHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE ARISING IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO THE REONOMY DATA, INCLUDING, WITHOUT LIMITATION, THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR LOSS OF DATA. REONOMY DOES NOT WARRANT THAT THE REONOMY DATA WILL MEET CUSTOMER’S REQUIREMENTS OR WILL BE ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. REONOMY IS NOT OBLIGATED TO PROVIDE CUSTOMER WITH ANY UPDATES TO THE REONOMY DATA BUT MAY ELECT TO DO SO IN ITS SOLE DISCRETION.

 

12. INDEMNIFICATION.

Customer shall indemnify, hold harmless, and defend Reonomy and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by an Indemnified Party arising out of any third-party claim (a) alleging breach or non-fulfillment of any representation, warranty or covenant under this Agreement by Customer (including use of Reonomy Data in violation of this Agreement), (b) alleging any grossly negligent or more culpable act or omission of Customer, including any reckless or willful misconduct, in connection with the performance of its obligations under this Agreement, or (c) relating to, or arising out of, the use or provisioning of any Customer Data, Feedback or Reonomy Data by or on behalf of Customer.

 

13. LIMITATION OF LIABILITY.

 13.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF REONOMY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
 13.2 Consequential Damages Waiver.  UNDER NO CIRCUMSTANCES SHALL REONOMY OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE USE AND/OR INABILITY TO USE THE REONOMY DATA, EVEN IF REONOMY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 13.3 Essential Purpose.  The limitations set forth in this Section 13 shall apply even if this Agreement or any limited remedy specified herein is found to have failed of its essential purpose. These limitations are integral to the calculation of fees in connection with the license of the Reonomy Data, and were Reonomy to assume any further liability, such consideration would out of necessity have been substantially increased.

 

14. COMMUNICATIONS CONSENT.

Customer agrees that Reonomy may contact Customer via email, telephone or text messages using the contact information provided by Customer or on Customer’s behalf in connection with Customer’s receipt or use of the Reonomy Data, including for marketing purposes and to provide Customer with information about the Reonomy Data. Customer understands that Customer is not required to provide this consent as a condition of licensing any Reonomy Data. Customer also understands that Customer may opt out of receiving such communications from Reonomy at any time by contacting support@reonomy.com. If Customer does not choose to opt out, we may contact Customer as described herein.

 

15. GENERAL.

 15.1 Remedies.  Customer acknowledges and agrees that the Reonomy Data has been obtained and developed at significant cost and has significant commercial value to Reonomy, and that Reonomy may suffer irreparable harm as a result of any breach of this Agreement for which monetary damages would not be an adequate remedy. Therefore, in addition to all other remedies available at law or otherwise (which Reonomy does not waive by the exercise of any rights hereunder), Reonomy will be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and Customer hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.
 15.2 Notices.  All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered in person, mailed by first class mail, postage prepaid, (registered or certified) or by overnight courier, or sent by fax or electronic mail with confirming copy sent by mail or courier as set forth above, to the party to receive the notice at the address set forth at the beginning of this Agreement or such other address as either party may specify in writing in accordance with this Section 15.2. All such notices shall be effective upon receipt.
 15.3 Assignment.  Neither party may assign this Agreement, or any of its rights of obligations hereunder, without the other party’s prior written consent, provided, however, that Reonomy may assign this Agreement, in whole or in part, without Customer’s prior written consent (a) to one of its affiliates, or (b) to any entity that acquires (whether by merger, reorganization, acquisition, sale or otherwise) all or substantially all of the business or assets of Reonomy to which this Agreement relates. Any assignment made in violation with this Section 15.3 shall be void, and this Agreement shall benefit and bind the permitted successors and assigns of the parties.
 15.4 Relationship of Parties.  Reonomy and Customer’s relationship is solely that of independent contractors, and this Agreement will not establish any partnership, joint venture, employment, franchise or agency between Reonomy and Customer. Neither Reonomy nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
 15.5 Export Control.  Customer understands and acknowledges that the Reonomy Data is subject to regulation by agencies of the United States, including, but not limited to, the U.S. Department of Commerce, which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of Reonomy to provide the Reonomy Data shall be subject in all respects to such laws and regulations as shall from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including without limitation the U.S. Export Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations issued by the U.S. Department of Commerce, Bureau of Export Administration. Customer represents and warrants that Customer will comply with the U.S. Export Administration Regulations and other laws and regulations governing exports in effect from time to time.
 15.6 Governing Law; Dispute Resolution.

This Agreement shall be governed by the laws of the State of New York, excluding its conflict of laws rules. The United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.

Informal Process First. Customer agrees that in the event of any dispute, controversy or claim (each, a “Claim”) between Customer and Reonomy, Customer will first contact Reonomy and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

Arbitration AgreementAfter the informal dispute resolution process any remaining Claims relating in any way to Customer’s use of the Reonomy Data, or relating in any way to the communications between Customer and Reonomy or any other user of the Reonomy Data, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to Customer and Reonomy. However, this arbitration agreement does not (a) govern any Claim by Reonomy for infringement of its Intellectual Property Rights or receipt or use of any Reonomy Data that is unauthorized or exceeds authorization granted in this Agreement or (b) bar Customer from making use of applicable small claims court procedures in appropriate cases. If Customer is an individual, Customer may opt out of this arbitration agreement within thirty (30) days of the date on which Customer first receives or uses any Reonomy Data by following the procedure described below.

Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the Claim is resolved by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. Customer agrees that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that Customer and Reonomy are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any expiration or termination of this Agreement.

If Customer wishes to begin an arbitration proceeding, after following the informal dispute resolution procedure, Customer must send a letter requesting arbitration and describing its claim to 767 Third Ave, New York, New York 10017. The arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if Customer is an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If Customer is not an individual or has received or used the Reonomy Data on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879.

The number of arbitrators will be one. Customer may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county of residence or at another mutually agreed location. The arbitration will be conducted in the English language. New York law will apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If Customer is an individual and has not received or used the Reonomy Data on behalf of an entity, Reonomy will reimburse those fees for claims totaling less than $10,000, unless the arbitrator determines the claims are frivolous, and Reonomy will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any Claim relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.

If Customer does not want to arbitrate Claims with Reonomy and Customer is an individual, Customer may opt out of this arbitration agreement by sending an email to sales@reonomy.com within thirty (30) days of the date on which Customer first receives or uses any Reonomy Data.

Class Action Waiver. Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.

If this Class Action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, Customer and Reonomy each waive any right to a jury trial. 

15.7 Waiver.  Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed and will not be deemed to be a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action. Except as expressly stated in this Agreement, no exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such party of any other right or remedy under this Agreement or that such party is entitled by law to enforce.
 15.8 Severability.  If any provision of this Agreement, or portion thereof, is found to be invalid, unlawful or unenforceable to any extent, such provision or portion thereof will be severed from the remaining provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
 15.9 Force Majeure.  Except for payment obligations, neither party shall be in default if its failure to perform any obligation under this Agreement is caused by supervening conditions beyond that party’s reasonable control, including acts of God, civil commotion, war, strikes, labor disputes, third-party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism or governmental demands or requirements.
 15.10 Entire Agreement; Conflicting Terms.  This Agreement, together with any Order Form, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements and understandings between the parties relating to the subject matter hereof. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, and (2) this Agreement. The parties agree that any term or condition stated in any Customer purchase order or in any other of Customer’s order documentation (excluding Order Forms) is null and void.
 15.11 Modification.  Reonomy may modify this Agreement at any time. In the event Reonomy modifies the terms of this Agreement, Reonomy will notify Customer on an Order Form or by sending notification to Customer’s email address provided to Reonomy. If Customer does not agree to such modifications, Customer may terminate this Agreement within thirty (30) days of modification.