TERMS AND CONDITIONS
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR YOU DO NOT HAVE AUTHORITY TO BIND THE ENTITY FOR WHICH YOU ARE ENTERING INTO THIS AGREEMENT, DO NOT ACCESS THE SITE OR USE THE SERVICES IN ANY MANNER.
This Terms of Service Agreement (“Agreement”) is entered into between users (each, a “User,” including any party, whether an individual user or entity, (i) for which an account is registered, (ii) which order any Service (as defined herein), or (iii) which access the Site (as defined herein); regardless of whether such user has created a registered account) of the website orangelien.com and any of its related or owned websites, forms, services, content, tools, information, communications, software, content, applications, functionalities, and features (collectively, the “Site”) and Orange Data Systems, aka Orange Lien Data, LLC (“ODS”).
This Agreement is effective as of the date the User accepts the terms of this Agreement or first accesses the Site. This Agreement sets forth the terms and conditions under which the User may use the Site and order the Services (as defined herein). By using the Site or ordering a Service, the Users agree to be bound by this Agreement.
ODS is (i) the developer and owner of a software platform known as MuniConnect, which offers municipal software solutions, (ii) of other owned and/or related websites which provide real estate and similar industry products, services, and solutions, and which may be doing business under fictitious names, and (iii) a provider of real estate due diligence services. ODS is willing to provide the Services and allow Users the right to access and use the Site and/or order the Services on the terms and conditions set forth in this Agreement. In consideration of the promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. PURPOSE. The Site is intended to offer municipal data and similar industry software solutions and facilitate the transmission of real estate due diligence, research, information and reports, which are offered by ODS (the “Services”). The Site is intended for use within the United States of America. The Agreement applies to the Services whether ordered through the Site or otherwise.
2. REGISTRATION. Users are required to register to access and use the Site. If the User is registering on behalf of an entity, the User must have authority to bind such entity to the terms of this Agreement. Only the User that registered the account may access the Site utilizing that User’s account information and that User is responsible for all activity on that account, whether such activity occurs with or without that User’s knowledge. If required to access the Site, the User will apply for and obtain a username and password. The User shall select and maintain password strength and security characteristics in accordance with industry standards and any requirements or guidelines implemented from time to time by ODS, in its discretion. The User is responsible for maintaining the security and confidentiality of such username and/or password and shall immediately advise ODS in the event the same is jeopardized or if the User knows of or suspects any breach of security.
3. REPRESENTATIONS. The User represents that:
a. The User is at least eighteen (18) years of age,
b. The User will not access, export, or re-export the Site or the Services in or to a national or resident of any country to which the United States has embargoed goods or to anyone on the U.S. Treasury Customer’s list of Specially Designated Nations or the U.S. Commerce Customer’s Table of Denial Orders; the User is not located in, under the control of, or a national or resident of any such country of on any such list,
c. All information the User provides on the Site and/or when ordering the Services is complete and accurate,
d. The User will use the Site and the Services only in accordance with the above-stated purpose,
e. The User will maintain any minimum system requirements which may apply to the use of the Site,
f. Management of the User’s data, including any backup, storage or restoration management is the User’s responsibility,
g. The User will maintain security measures to protect the User’s registration and access information,
h. The User will comply with any and all applicable international, federal, and/or state laws, statutes, rules, regulations, and similar authority,
i. The User has authority to provide any and all information that the User inputs or enters into the Site or otherwise provides to ODS, whether it be the User’s own information or the information of a third party. The User understands that such information may be transmitted to other third parties in furtherance of the Services contemplated herein or for the collection of data and statistical information in the aggregate,
j. The User will not send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, and
k. The User will act in an unoffensive, appropriate and reasonable manner with regard to interactions with ODS and any parties utilizing the Site.
4. SERVICE FEES AND PAYMENT PROCESSING. User shall pay or cause to be paid any and all fees due to ODS as agreed pursuant to User’s subscription and fee registration on the Site. Upon receipt of an invoice or statement from ODS for the Services, the User shall pay or cause to be paid such invoice or statement within thirty (30) days thereof, unless other billing processes are required through the Site. In the event that ODS pays third party fees or expenses in the furtherance of the Services prior to payment from the User, the User shall reimburse ODS for the same. An order for Services may not be cancelled once submitted. The User is responsible for providing complete and accurate billing, address, and contact information to ODS and for keeping such information current. If the User believes a particular charge is incorrect, the User must advise ODS in writing within thirty (30) days following receipt of such invoice or statement. Unless otherwise specified, the charges owed hereunder shall not include taxes; the User shall be responsible for all sales, use, property, value added, or similar taxes based on the Services, as applicable.
The Terms & Conditions Acknowledgment governs ACH and Credit Card (CC) transactions initiated by ODS, to credit or charge Company/Individual making this acknowledgment. Both parties agree to be bound by NACHA Operating Rules as they pertain to all ACH transactions initiated by ODS that credit or debit the Company/Individual bank account and acknowledge that the origination of ACH transactions must comply with provisions of U.S. law.
Terms: All orders to be paid via CC within ODS Ordering System. This Agreement provides authorization for individual or recurring CCD transactions and/or CC charges to be initiated by ODS when individually authorized using designated method. Those options for payment of orders placed with ODS are listed below:
(1). Monthly: CC charged, by the 1st of each month, for prior months’ orders.
(2). Per-Order: CC charged, immediately, for each order placed.
*Payment Method managed within Company Profile.
This Agreement will remain in effect until Company/Individual cancels it in writing at least 15 days in advance of any changes in its account information or termination of this authorization. Both parties agree that this Agreement in conjunction with any of the designated methods constitutes authorization to debit Company’s/Individual’s bank account and/or charge Company’s/Individual’s credit card and Company/Individual agrees not to dispute any debits with its bank and/or credit card company provided the transaction(s) correspond to the terms indicated in this Agreement. I certify that I am an authorized representative of the Company/Individual indicated above and that I have the authority to enter into this Agreement on the Company’s/Individual’s behalf. If the above noted payment dates fall on a holiday, Company/Individual understands that the payments may be executed on the next business day. Company/Individual understands that because these are electronic transactions, these funds may be withdrawn from its account as soon as the date an individual transaction is authorized, and that it will have limited time to report and dispute errors. In the case of an ACH Transactions being rejected for Non-Sufficient Funds (NSF) Company/Individual understand that ODS may at its discretion attempt to process the charge again within 30 days and agrees to an additional $25.00 charge for each attempt returned NSF which will be initiated as a separate transaction from the authorized payment. Company/Individual has certified that bank account is enabled for ACH transactions and agrees to reimburse ODS for all penalties and fees incurred as a result of Company’s/Individual’s bank rejecting ACH debits or credits as a result of the account not being properly configured for ACH transactions. Company/Individual acknowledges that the origination of ACH transactions to its account must comply with the provisions of U.S. law.
I certify that I am an authorized user of this credit card/bank account and will not dispute these scheduled transactions with my bank or credit card company; so long as the transactions correspond to the terms indicated in this authorization form.
As a reminder, an order for Services may not be cancelled once submitted and refunds will not be provided once services have been rendered. Credit cards are not charged until reports have been delivered to Users, therefore no refunds will be issued. Certain circumstances may apply for refunds and those situations will be addressed on a case by case basis.
5. INTELLECTUAL PROPERTY. ODS owns any and all right, title and interest in and to all of the intellectual property of ODS, including but not limited to software, programs, code, API, documentation, databases, development tools, know-how, methodologies, processes, data, media (including but not limited to any and all photographs and images contained therein), information, designs and aesthetic layouts, content and technologies, and all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights thereof, and improvements or modifications to any of the foregoing items, related to the Site and the Services (the “Intellectual Property”).
ODS grants no rights to any User or any other individual or entity in the Intellectual Property, and grant Users only the limited, non-exclusive, revocable license to use the Site and the Services pursuant to the terms contained herein. ODS reserves all rights not expressly granted in this Agreement. No User is permitted to reverse engineer, disassemble, reproduce, copy, duplicate, sell, resell, reformat, partition, bundle, repackage, distribute, “white-label,” create derivative works based on, or otherwise manipulate, translate, or use the Intellectual Property or any other information contained on the Site or any of the Services.
In the event that the User requests or suggests any modification, adaption, change, alteration, enhancement or improvement to the Site or the Services (each, a “Change”), the User agrees that ODS has no obligation to make such Change. However, if ODS elects to make a Change, the same shall be and remain the sole property of ODS and subject to the terms of this Agreement.
This Agreement is non-exclusive to ODS and nothing in this Agreement shall preclude ODS from marketing, selling, licensing or maintaining the Services for the benefit of any other users or parties.
6. BRAND USAGE. The User will not use the name, including registered and fictitious names, trademarks, branding, logos, etc. of ODS or any of its sub-brands, affiliates, or subsidiaries, in any manner or for any purpose, nor will the User in any way remove, alter, modify, or reformat, any branding or logos of ODS which appear on any of the Services or information transmitted via the Site. ODS may utilize the User’s branding, trademarks, and logos only with the User’s prior written authorization.
8. THIRD PARTY ACCESS. ODS may provide any and all information furnished by Users to third parties and other vendors, which may or may not be affiliated with ODS, in furtherance of processing the Services or providing functionality for the Site. ODS may provide links to websites or services of third parties; such provision does not constitute an endorsement of such third party sites and the User is responsible for compliance with such third party’s terms or conditions of use or similar agreements, if any.
9. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. THE SITE AND THE SERVICES ARE PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS. ODS MAKES NO REPRESENTATIONS REGARDING, AND HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONTINUITY, PERFORMANCE, QUALITY, COMPLETENESS OR ACCURACY, OR THOSE WHICH MAY ARISE BY COURSE OF DEALING OR COURSE OF TRADE. ODS MAKES NO REPRESENTATION AS TO THE LEGALITY, ADEQUACY, SUFFICIENCY, SUITABILITY OR APPROPRIATENESS OF USE OF THE SERVICES IN ANY PARTICULAR INDUSTRY, FOR ANY PARTICULAR PURPOSE, OR IN ANY GEOGRAPHIC AREA.
ODS SHALL NOT BE LIABLE TO ANY PARTY, INCLUDING ANY USER, FOR ANY SPECIAL, DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS OR LOSS OF INFORMATION, OR ANY OTHER DAMAGES, CLAIMS, LOSSES, LIABILITY, EXPENSES OR COSTS ARISING FROM OR RELATED TO ANY PARTY’S USE OF OR RELIANCE ON THE SITE, THIS AGREEMENT, OR THE SERVICES, OR ANY ERROR, OMISSION OR FAULT RELATED TO THE SAME, OR THE ACTIONS, ERRORS, OMISSIONS OR NEGLIGENCE OF ANY VENDOR OR THIRD PARTIES USED OR REFERRED BY ODS IN FURTHERANCE OF PROVIDING THE SERVICES CONTEMPLATED HEREIN, INCLUDING BUT NOT LIMITED TO MUNICIPALITIES AND GOVERNMENT DEPARTMENTS, HOMEOWNERS/ CONDOMINIUM ASSOCIATIONS AND SIMILAR ASSOCIATIONS, PUBLIC AND PRIVATE DATA AND RECORD PROVIDERS, SURVEYORS, SERVICE CONTRACTORS, SOFTWARE INTEGRATION PROVIDERS, AND PAYMENT PROCESSING (INCLUDING CREDIT CARD) VENDORS. THE FOREGOING APPLIES REGARDLESS OF WHETHER ODS HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGES OR LOSS AND REGARDLESS OF THE FORM OF ACTION.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE MAXIMUM LIABILITY OF ODS WITH RESPECT TO ANY OF ITS SERVICES IS LIMITED TO DIRECT MONETARY DAMAGES NOT TO EXCEED THE AMOUNT PAID FOR SUCH SERVICE, OR IN THE EVENT OF ANY CLAIM NOT RELATED TO A SERVICE, THEN TO THE AMOUNT OF THREE HUNDRED DOLLARS ($300.00). ANY AND ALL CLAIMS SOUGHT AGAINST ODS INVOLVING, ARISING FROM, OR RELATED TO THE SITE OR THE SERVICES MUST BE BASED SOLELY IN CONTRACT.
NO ODS PERSONNEL, REPRESENTATIVE, AGENT, OR EMPLOYEE MAY PROVIDE LEGAL REPRESENTATION, OR A LEGAL OPINION OR LEGAL GUIDANCE CONCERNING ANY ODS PRODUCT OR SERVICE.
NONE OF THE SERVICES CONSTITUTE A LEGAL OPINION.
THE SERVICES ARE NOT AN APPRAISAL OF ANY PROPERTY, AND DO NOT INCLUDE AND SHOULD NOT BE USED IN LIEU OF A PHYSICAL OR VISUAL INSPECTION OF ANY PROPERTY. THE SERVICES ARE NOT AN ANALYSIS OF CURRENT MARKET CONDITIONS. THE SERVICES DO NOT CERTIFY ANY MINERAL INTERESTS, TAXES OR LEASES, WHETHER PRODUCTIVE OR NONPRODUCTIVE.
SUMMARY PAGES PROVIDED IN CONJUNCTION WITH ANY PRODUCT OR SERVICE ARE NOT INTENDED TO BE RELIED UPON IN LIEU OF REVIEW OF THE ENTIRE RELATED REPORT OR DOCUMENTATION PROVIDED THEREWITH. INFORMATION, INCLUDING FEES, PROVIDED IN ANY PRODUCT OR SERVICE ARE ONLY VALID AS OF THE DATE SUCH INFORMATION WAS RECEIVED. USER IS RESPONSIBLE FOR DIRECTLY VERIFYING FINAL AMOUNTS AND FEES DUE AT THE TIME OF PAYMENT, INCLUDING BUT NOT LIMITED TO PAYMENTS DUE TO ANY GOVERNMENT OR MUNICIPAL DEPARTMENT.
TO THE EXTENT THAT THE APPLICABLE JURISDICTION DOES NOT PERMIT THE LIMITATION OF LIABILITY SET FORTH HEREIN, ODS’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM AMOUNT PERMITTED BY LAW IN SUCH JURISDICTION.
USER ACKNOWLEDGES THAT ODS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION.
10. INDEMNIFICATION. The User agrees to defend, indemnify and hold harmless ODS (including its officers, directors, members, managers, representatives, employees, agents, affiliates, subsidiaries, successors and assigns) from and against all third party liabilities, damages, claims, losses and expenses, including attorneys’ fees and expenses, related to or arising from the User’s use of the Site or Services or violation of this Agreement, including but not limited to (i) any of the User’s communications transmitted in any way by, through or from the Site, (ii) the User’s negligent, wrongful or improper acts, errors, or omissions, (iii) injuries to or the death of any person, and any damage to or loss of property, (iv) claims of infringement of any intellectual property rights, (v) any harmful code, malware, corruption, virus, worm, or Trojan Horse transmitted to the Site, (vi) the User’s breach of any representation, warranty, covenant or agreement contained in this Agreement, (vii) the User’s use, the use by any third party under User’s account, or which is related to User’s use, of the Site or the Services.
11. MODIFICATION. ODS reserves the right to make changes to, suspend, or terminate the Site in whole or in part at any time. ODS may make changes to this Agreement at any time, effective immediately upon being posted to the Site. By continuing to use the Site or order the Services after any changes to this Agreement, the User accepts and agrees to such changes. Users have no authority to make any change or modification to this Agreement and any terms varying from this Agreement in any written or electronic communication from the User are void. Should any modification or update to this Agreement be deemed ineffective or invalid for any reason, then the prior version of this Agreement will remain valid and in effect.
12. TERM. ODS may, in its sole discretion (and in addition to any other remedies that may be available), suspend or terminate any User’s account or access to the Site or Services. Upon such suspension or termination, User’s access to the Site and use of the Services will automatically and immediately cease. ODS will be entitled to any compensation or other amounts earned with respect to the Services, as well as any interest, late charges, or other amounts owed, through the effective date of such suspension or termination. In the event that ODS terminates or suspends User’s access to the Site or Services other than for User’s material breach of this Agreement (including, but not limited to, User’s failure to make any due and outstanding payments), ODS shall prorate any applicable prepaid subscription fees paid by User. Notwithstanding such suspension or termination, the terms of this Agreement shall continue to govern with respect to the Site and the Services and any provision of this Agreement which, by its nature is reasonably intended to survive beyond the termination of this Agreement shall so survive.
13. NO RELATIONSHIP. The User and ODS are independent parties. This Agreement does not create an agency, representative, broker, employee, partner, joint venture, franchise, or any other similar relationship between the parties.
14. NOTICES. Notices shall be sent by mail to ODS at its corporate headquarters to the address posted on the Site, or to such other address as may be designated from time to time. Notices shall be addressed to the attention of the ODS Legal Department and a copy shall be sent via e-mail to email@example.com. Notices directed to the ODS general customer base may be posted on the Site, sent by e-mail to the most current e-mail address provided in User’s registration information or on record with ODS, or sent by mail. Notices to be sent to the User specifically shall be sent by mail. Any notices required to be sent by mail shall be sent (i) if to User, to the most current address provided in User’s registration information or on record with ODS, and (ii) by certified or registered mail, return receipt requested, and shall be deemed delivered the date it is delivered to recipient’s address or upon which delivery to recipient’s address is refused. Any questions regarding this Agreement may be directed to firstname.lastname@example.org.
15. SEVERABILITY. All of the terms and provisions contained in this Agreement are severable and, in the event that any portion or provision of this Agreement shall to any extent be deemed unenforceable or invalid by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared unenforceable or invalid, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
16. CHOICE OF LAW. This Agreement shall be governed, construed and interpreted by and in accordance with the laws of Florida, without reference to its principles of conflicts of laws. Any actions concerning enforcement of this Agreement or in any way relating to the subject matter of this Agreement shall be litigated only in Orange County, Florida or the United States District Court for the Middle District of Florida, as applicable. The User expressly agrees to submit to such jurisdiction and venue for the purposes of this Agreement.
17. ATTORNEY’S FEES. Should either party to this Agreement seek to resolve a dispute under this Agreement by litigation, arbitration or other alternative dispute procedures, the prevailing party shall be entitled to recover all expenses, including, without limitation, reasonable attorneys’ fees and expenses, including appellate fees and expenses, incurred with enforcing such party’s rights under this Agreement.
18. SPECIFIC PERFORMANCE. The User agrees that (i) ODS has special and unique rights in this Agreement, the Site, and the Services, (ii) that a breach of this Agreement may not be adequately compensated by money damages, (iii) that ODS has the right to specifically enforce this Agreement (including, where appropriate, by injunctive relief), and (iv) that specific enforcement shall not limit any other rights or remedies to which ODS may be entitled.
19. ASSIGNMENT. ODS may assign its rights under this Agreement without the consent of or prior notice to the User. User may not transfer or assign any rights granted hereunder without the prior written consent of ODS. For purposes of this Agreement, a sale of a controlling interest in User’s equity securities or other change in control transaction shall be deemed and assignment hereunder.
20. NO THIRD PARTY BENEFICIARIES. No other person or party shall be a beneficiary hereof or have any rights hereunder, and no rights are conferred by this Agreement upon any other person or party.
21. WAIVER. ODS’s waiver or failure to exercise or enforce any right or provision of this Agreement, or any course of performance or dealing, will not be deemed a future waiver of such right or provision.
22. FORCE MAJEURE. ODS shall be excused from delay or failure to perform hereunder in the event such delay or obstruction of performance is caused by an Act of God, war, riot, fire, natural disaster, terrorism, governmental laws or regulations, epidemic or pandemic, or other cause beyond the reasonable control of ODS.
23. CONSTRUCTION. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.
24. SECTION HEADINGS. Section headings contained in this Agreement are for convenience only and shall in no manner be construed as part of this Agreement.
END OF TERMS OF SERVICE AGREEMENT
Updated July 1, 2023