PARTIES
These Terms of Service (“Terms”) are entered into by and between CRZ Software LLC, an Idaho limited liability company ("Vendor", “CRZ,” “LandFlow,” “we,” “us,” or “our”), and any individual or entity that accesses or uses the LandFlow platform, website, or related services (“User,” “you,” or “your”, "Client").
SCOPE OF SERVICES
Subject to the terms and conditions set forth herein, Vendor shall make available to Client, and Client’s authorized employees and affiliates, access to LandFlow, Vendor’s proprietary real estate software platform, solely for Client’s internal business operations.
LICENSE GRANT & ACCESS RIGHT
Subject to the terms and conditions of this Agreement, Vendor hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use LandFlow, solely for Client’s internal business purposes, by Client’s authorized employees and affiliates.Client shall not, and shall not permit any third party to: (i) copy, modify, or create derivative works of LandFlow; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of LandFlow; (iii) resell, sublicense, lease, distribute, or otherwise make LandFlow available to any third party except as expressly permitted herein; (iv) use LandFlow in violation of applicable laws or regulations; or (v) access LandFlow for the purpose of building a competing product or service.Access to LandFlow is provided on a software-as-a-service basis only. No rights are granted to Client other than those expressly set forth in this Agreement, and all rights not expressly granted are reserved by Vendor.Vendor may suspend or restrict Client’s access to LandFlow in the event of Client’s material breach of this Agreement, including non-payment of fees, misuse of the platform, or violation of applicable law.
Access to LandFlow shall be limited to the Client and it's authorized affiliates (“Authorized Users”). Client shall not permit access to LandFlow by any other individuals or entities without Vendor’s prior written consent.Vendor reserves the right to enforce user limits and may require Client to remove or deactivate users exceeding the authorized limit or, at Vendor’s option, require an amendment to this Agreement to accommodate additional users. Client agrees to not share logins or cicumvent enforcements of accounts or subscriptions.
CUSTOMER RESPONSIBILITIES
Client shall be responsible for all use of LandFlow by its Authorized Users and for compliance with this Agreement. Client shall ensure that all Authorized Users are informed of, and comply with, the terms and conditions of this Agreement.Client is responsible for maintaining the confidentiality and security of all user credentials, passwords, and access methods associated with LandFlow. Client shall promptly notify Vendor of any unauthorized access to or use of LandFlow or any security breach relating to Client’s accounts.Client shall provide accurate, current, and complete information in connection with its use of LandFlow and shall be solely responsible for the accuracy, quality, and legality of all data, content, and information submitted to or processed through LandFlow by Client or its Authorized Users (“Customer Data”).Client shall use LandFlow in compliance with all applicable federal, state, and local laws and regulations and shall not use LandFlow for any unlawful, fraudulent, or unauthorized purpose.Client is responsible for ensuring that access to LandFlow is promptly revoked for any Authorized User who is no longer affiliated with Client or otherwise authorized to use the platform.Client shall not interfere with or disrupt the integrity or performance of LandFlow, including by attempting to bypass security controls, exceed authorized user limits, or access non-public portions of the platform.
DATA OWNERSHIP & USE
Platform Data & Public Data Sources
LandFlow aggregates, hosts, and processes data from a variety of sources, including publicly available governmental and third-party data sources, such as county, municipal, and other public records (“Public Data”). Public Data remains public in nature; however, the selection, normalization, aggregation, structuring, presentation, enhancement, and integration of such Public Data within LandFlow, including all databases, schemas, mappings, workflows, and derived outputs, constitute Vendor’s proprietary work product and are owned exclusively by Vendor.
Proprietary Insights & Derived DataLand
Flow provides analytical outputs, insights, visualizations, rankings, models, scoring, overlays, and other value-added information derived from Public Data, Customer Data, or other data sources (“Derived Data”). All Derived Data, including methodologies, algorithms, analytics, and outputs generated by or through LandFlow, are and shall remain the exclusive property of Vendor, even if such Derived Data incorporates or is generated using Customer Data.
Licensed & Paid Third-Party Data
Certain data made available through LandFlow, including contact information and other enriched datasets, is obtained by Vendor through paid licenses or commercial data providers (“Licensed Data”). All rights, title, and interest in such Licensed Data remain exclusively with Vendor and/or its licensors. Client receives no ownership rights in Licensed Data and may use such data solely within LandFlow and in accordance with this Agreement.Customer DataFor purposes of this Agreement, “Customer Data” means data submitted, uploaded, entered, or otherwise provided by Client or its Authorized Users into LandFlow. Client acknowledges and agrees that, to the fullest extent permitted by law, all Customer Data shall be owned by Vendor, and Client hereby grants Vendor a perpetual, irrevocable, worldwide, royalty-free right to use, host, copy, process, modify, analyze, derive from, and commercialize such Customer Data in connection with the operation, improvement, and expansion of LandFlow and Vendor’s business. Data Acquired on Client’s BehalfAny data acquired, generated, licensed, or collected by Vendor on behalf of Client, including data obtained through Custom Work, integrations, research, scraping (where lawful), enrichment, or third-party services, shall be deemed Vendor Data and shall be owned exclusively by Vendor, regardless of whether such data was requested by Client, funded by Client, or tailored to Client’s use case.No Data Transfer or Portability RightsExcept as expressly set forth in writing by Vendor, Client shall have no right to export, extract, resell, sublicense, or otherwise transfer any data made available through LandFlow, including Public Data as structured within the platform, Derived Data, Licensed Data, or data acquired on Client’s behalf.
Aggregated & Anonymized Use
Vendor may freely use all data available through LandFlow, including Customer Data, in aggregated, anonymized, or de-identified form for analytics, benchmarking, product development, research, marketing, and commercial purposes, without restriction or obligation to Client.
MLS Data
Vendor is in the process of obtaining site-wide licenses to access Multiple Listing Service (“MLS”) data. MLS data made available through LandFlow shall remain subject to the ownership and usage restrictions imposed by the applicable MLS or data provider.Pending Vendor’s independent MLS licensing, Client may provide Vendor with temporary access to Client’s MLS data feed via IDX or similar integration (“Client-Provided MLS Data”). Client-Provided MLS Data is not owned by Vendor and remains the property of the applicable MLS and/or Client, as governed by applicable MLS rules.Notwithstanding the foregoing, Vendor shall exclusively own all analytics, insights, interpolations, aggregations, transformations, models, scores, indices, visualizations, and other derivative or value-added outputs generated by or through LandFlow that are based on or incorporate Client-Provided MLS Data (“MLS-Derived Data”), to the fullest extent permitted by applicable MLS rules.Vendor may use, distribute, display, and commercialize MLS-Derived Data, provided that such use does not include the redistribution of raw MLS data or otherwise violate applicable MLS licensing restrictions.Vendor may access and process Client-Provided MLS Data solely for the purpose of providing LandFlow services and in compliance with applicable MLS rules. Client represents that it has the authority to grant such access.
Survival
The rights and licenses granted to Vendor under this Section shall survive termination or expiration of this Agreement indefinitely.
CONFIDENTIALITY
Confidential Information
“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, technical information, software, source code, product roadmaps, non-public data, security practices, and the terms of this Agreement.Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information.
Confidentiality Obligations
The Receiving Party shall: (a) use Confidential Information solely for purposes of performing under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a legitimate need to know and are bound by confidentiality obligations no less protective than those set forth herein.Permitted DisclosuresConfidential Information may be disclosed to the extent required by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party (to the extent legally permitted) and cooperates in seeking confidential treatment or protective measures.
Exclusions Related to Data Ownership
Notwithstanding anything to the contrary in this Agreement, Confidential Information shall not include Public Data, Derived Data, aggregated or anonymized data, or Vendor’s proprietary analytics, insights, models, or methodologies, which are governed by the Data Ownership & Use section of this Agreement.DurationThe obligations of confidentiality under this Section shall commence on the Effective Date and continue during the Term of this Agreement and for five (5) years following termination or expiration; provided, however, that Confidential Information constituting trade secrets shall remain protected for so long as such information remains a trade secret under applicable law.
SECURITY AND PRIVACY
Information Security
Vendor shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of data processed within LandFlow against unauthorized access, disclosure, or destruction. Such safeguards shall be appropriate to the nature of the data and consistent with generally accepted industry standards for SaaS platforms.
Access Controls
Vendor shall limit access to non-public systems and data to authorized personnel who require such access for the operation, maintenance, and support of LandFlow, and who are bound by confidentiality obligations consistent with this Agreement.Privacy PracticesVendor’s collection, use, and processing of data in connection with LandFlow shall be governed by Vendor’s then-current privacy practices and policies, as may be updated from time to time. Client acknowledges that Vendor may process data in accordance with the Data Ownership & Use section of this Agreement.Customer ResponsibilitiesClient is responsible for determining whether LandFlow is appropriate for Client’s use, including with respect to applicable privacy, data protection, and regulatory requirements. Client shall not submit to LandFlow any data that it is not legally authorized to provide or that would violate applicable law or third-party rights.Security IncidentsVendor shall use commercially reasonable efforts to notify Client within a reasonable time after becoming aware of a confirmed unauthorized access to LandFlow systems that materially affects Client data (“Security Incident”). Vendor shall take reasonable steps to mitigate the effects of any such Security Incident.
No Absolute Security Guarantee
Client acknowledges that no system is completely secure and that Vendor does not guarantee that LandFlow will be free from security vulnerabilities, breaches, or interruptions.
WARRANTIES & DISCLAIMERS
Mutual Authority
Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.Limited Vendor WarrantyVendor warrants that it will provide access to LandFlow in a commercially reasonable manner consistent with generally accepted industry standards for SaaS platforms. Except as expressly set forth herein, Vendor makes no other warranties, express or implied.
Data Disclaimer
Client acknowledges and agrees that LandFlow aggregates and processes real estate data, parcel data, public records, third-party data, and other information that may be incomplete, outdated, inaccurate, or subject to change. Such data is provided “as is” and “as available.”Vendor does not warrant the accuracy, completeness, timeliness, reliability, legality, or suitability of any data made available through LandFlow, including but not limited to parcel boundaries, ownership records, zoning information, valuation estimates, tax data, MLS data, contact information, or any derived insights or analytics.Client further acknowledges that LandFlow is not a substitute for professional due diligence, including surveys, title reports, appraisals, legal review, or verification from authoritative sources, and that Client remains solely responsible for any decisions made in reliance on data provided through LandFlow.
Disclaimer of Implied Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, LANDFLOW IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND VENDOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY OF DATA.No Guarantee of ResultsVendor does not warrant or guarantee any business, financial, investment, legal, or operational outcomes arising from Client’s use of LandFlow, including but not limited to property acquisition success, development feasibility, profitability, or regulatory approvals.
LIMITATION OF LIABILITY
Exclusion of Certain Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, DIMINUTION IN VALUE, OR COST OF COVER, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CLIENT’S USE OF LANDFLOW, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.Liability CapTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENDOR’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR LANDFLOW, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO VENDOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Allocation of Risk
Client acknowledges that the fees paid under this Agreement reflect the allocation of risk set forth herein and that Vendor would not have entered into this Agreement without these limitations of liability.Essential PurposeThe parties agree that the limitations of liability set forth in this Section shall apply notwithstanding the failure of any limited remedy and shall survive termination or expiration of this Agreement.
INDEMNIFICATION
Indemnification by Client
Client shall defend, indemnify, and hold harmless Vendor and its members, managers, officers, employees, contractors, and affiliates from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:(a) any use or misuse of LandFlow by Client or its Authorized Users, including Client’s agents, affiliates, employees, contractors, or real estate agents;(b) any violation of this Agreement by Client or its Authorized Users;(c) any violation of applicable law, regulation, MLS rule, or third-party agreement (including IDX or data licensing agreements) by Client or its Authorized Users;(d) any data, content, or information submitted, uploaded, or otherwise provided by Client or its Authorized Users, including claims alleging infringement, misappropriation, or violation of privacy or data protection rights;(e) any decisions, transactions, representations, or actions taken by Client or its Authorized Users in reliance on data or insights provided through LandFlow.
Indemnification Procedures
Vendor shall promptly notify Client of any claim subject to indemnification, provided that failure to provide prompt notice shall not relieve Client of its indemnification obligations except to the extent materially prejudiced. Client shall have sole control of the defense and settlement of any indemnified claim, provided that Client shall not settle any claim in a manner that imposes liability or obligations on Vendor without Vendor’s prior written consent, which shall not be unreasonably withheld.Vendor may participate in the defense of any claim at its own expense with counsel of its choosing.
Survival
Client’s indemnification obligations under this Section shall survive termination or expiration of this Agreement.
GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws principles.The parties agree that any legal action or proceeding arising out of or relating to this Agreement or LandFlow shall be brought exclusively in the state or federal courts located in Ada County, Idaho, and the parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts.
EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY in any action, proceeding, or counterclaim arising out of or relating to this Agreement or LandFlow.
GENERAL
Independent Contractors
The parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, fiduciary, or agency relationship between the parties.AssignmentClient may not assign or transfer this Agreement, in whole or in part, without Vendor’s prior written consent, which may be withheld in Vendor’s sole discretion. Vendor may assign this Agreement without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
Force Majeure
Vendor shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, internet or telecommunications failures, governmental actions, war, terrorism, or failures of third-party service providers.
Entire Agreement
This Agreement, together with any appendices or exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, or understandings, whether written or oral.AmendmentsVendor may update or modify this Agreement from time to time upon written notice to Client. Client’s continued use of LandFlow following the effective date of any such modification shall constitute acceptance of the updated Agreement.
Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.WaiverThe failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.
Notices
All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by a nationally recognized overnight courier, or sent by email to the addresses designated by the parties, or to such other address as a party may designate by written notice.