Last Updated: June 29, 2026
Welcome to Terra Firma!
Terra Firma Partners LLC (“Terra Firma”, “we”, “us”) makes available for your use the Terra Firma website and its proprietary software, products, services, and any updates to the foregoing (collectively, the “Service” or “Services”) that Terra Firma provides subject to the terms and conditions herein and any additional terms contained in an amendment or addendum (collectively, these “Terms”). These Terms are between Terra Firma and the individual that accesses and/or uses the Services (“you”) and are effective as of the date you click “I Accept” or a similar electronic consent (the “Effective Date”). By accessing and using the Services, you agree to all of the terms outlined herein. The disclaimers, terms, and conditions in these Terms are of general application and may be supplemented by additional policies and procedures of specific application that Terra Firma may disclose from time to time.
1.1 Grant of Access. On the condition you pay all Fees and otherwise comply with your obligations under these Terms, and subject further to additional terms of Third-Party Products (as defined herein) made available to you in connection with the Service, Terra Firma hereby grants to you a limited, revocable, non-exclusive, non-transferable (except as provided in Section 9.6) right to access and use the Services set forth under one or more service plans (each, a “Service Plan”) entered into by and between you and Terra Firma, along with related Documentation (as defined herein), solely in connection with your personal or internal business purposes. The foregoing right to access includes the non-exclusive right for you to use any outputs, reports, or other materials generated by the Service subject to these Terms. Other than as expressly granted in these Terms, no other rights or licenses to Terra Firma Materials (as defined herein) are granted. If you do not comply with these Terms, Terra Firma reserves the right to revoke, suspend, or limit your right to access and use the Service. Any use of the Service that exceeds the rights expressly granted in these Terms is strictly prohibited and constitutes a violation of these Terms, which may result in the suspension or termination of your right to access and use the Service. As used in these Terms, “Documentation” means any documentation made available by Terra Firma pertaining to the Service including, as applicable, any accompanying or online user guides or technical information relating to the Service, in each case, as may be updated or amended by or on behalf of Terra Firma from time to time.
1.2 Modification. You agree that Terra Firma has the right to change, modify, add to, or discontinue any aspect or feature of the Service at any time with or without notice. From time to time, Terra Firma may, but is under no obligation to, release upgrades, fixes, or new versions of the Service, although these releases may not be consistent across all platforms and devices.
1.3 Removal of Access. Terra Firma reserves the right to suspend, terminate, or refuse access to the Service for you in the event that: (i) you breach or violate, or are reasonably likely to breach or violate in Terra Firma’s sole discretion, these Terms or other incorporated agreements, addenda, or guidelines; (ii) Terra Firma discontinues the applicable Service; (iii) there is a technical or security issue or problem; or (iv) you engage in fraudulent or illegal activities or a material breach of your obligations under these Terms. You further agree that such measures may be taken in Terra Firma’s sole discretion and without any liability to you or any third party.
1.4 Defects and Availability. While Terra Firma uses commercially reasonable efforts to maintain and provide the Service, the Service is not a replacement for a land survey or title verification performed by a professional in the applicable field. By using the Service, you agree that Terra Firma is not responsible for any defects or failures associated with the Service or any damages (either direct or indirect) that may result from any such defects or failures. Terra Firma is not obligated to provide you support for, and shall not be responsible or liable for, any errors in the Service or any damages resulting from your failure to properly implement the Service on your network in accordance with the Documentation. The Service and any component thereof may be inaccessible or inoperable for any reason including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which may be undertaken from time to time by Terra Firma or its third-party service providers; or (iii) any other causes beyond Terra Firma’s reasonable control. Terra Firma does not make any guarantees regarding the reliability or availability of the Service and will not be liable to you or any third party for damages or losses related to the Service being unavailable or providing inaccurate outputs.
1.5 Third Party Products. The Service may permit use or permit access to Third-Party Products. “Third-Party Products” means any products, content, services, information, websites, or other materials that are provided or made available by third parties and are incorporated into or accessible through the Services. Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Service by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, connect to, integrate, or use such Third-Party Products. Upon requesting to connect with Third-Party Products through the Service, the Service may transmit your information and request to applicable third-party providers via an application programming interface or similar technical integration to facilitate the connection with Third-Party Products. Your use of the Service to connect to Third-Party Products constitutes your consent for Terra Firma to transmit your data and service requests through the relevant interface or integration as necessary to facilitate your request. You further acknowledge and agree that Terra Firma will not be responsible or liable, directly or indirectly, and you hold Terra Firma harmless for any damage or loss caused by your use of or reliance upon any such Third-Party Products.
1.6 Ownership of Intellectual Property. As between you and Terra Firma, all images, trademarks, service marks, logos, and icons displayed on the Service, or the Terra Firma website, are the property of Terra Firma. All Terra Firma patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (collectively, “Intellectual Property Rights”) and all systems, databases, information, data, documents, materials, and works which are provided, used, or made available in connection with the Service (collectively, the “Terra Firma Materials”) shall be and remain at all times the property of Terra Firma and its third-party licensors. You are not acquiring any Intellectual Property Rights in or to the Terra Firma Materials other than a non-exclusive right to access and use the Service solely in accordance with these Terms. The Terra Firma Materials may not be reproduced, recreated, sublicensed, modified, accessed, or used in any manner or disseminated or distributed to any other party in violation of these Terms.
1.7 AI Technology. In the course of providing the Service, Terra Firma may utilize deep learning, machine learning, large language models, generative, and other proprietary artificial intelligence available to Terra Firma (collectively, “AI Technology”) to assist in the performance of the Service and output production therefrom. You acknowledge and agree that AI Technology is utilized to help provide the Service and that any outputs generated by AI Technology are generated based on your input and data available to the AI Technology and may not always be accurate, complete, or current. You agree that outputs and information generated by the Service, which may be the result of or informed by AI Technology functions, are not substitutes for decisions requiring professional judgment or factual verification and you are responsible for any actions or decisions you take based on such information. Where the AI Technology is hosted, operated, or powered in whole or in part by a third-party platform or provider, you acknowledge and consent by using the Service that your interactions, queries, and related data may be transmitted to and processed by the third-party platform or provider in accordance with its privacy notice or other similar policy. Terra Firma does not control and is not responsible for the functionality, operation, or performance of any third-party-provided AI Technology. Terra Firma makes no warranties of any kind, whether express or implied, including but not limited to warranties of accuracy, reliability, merchantability, or fitness for a particular purpose in relation to the AI Technology. Terra Firma makes no representation that the AI Technology will resolve any technical issue, provide correct information, or perform without interruption or error, and to the fullest extent permitted by law, Terra Firma disclaims all liability for any losses, damages, or harms arising out of or related to your reliance on or use of the AI Technology or its outputs.
1.8 Land Access. Certain features of the Services may allow you to identify, communicate with, or connect with other persons for the purpose of discussing potential access, use, lease, license, or other arrangements regarding land parcels. Any agreement, arrangement, understanding, or transaction entered into between you and any other person in connection with such features is solely between you and such person. Terra Firma is not a party to, and does not control, endorse, guarantee, or assume responsibility for, any separate agreement or relationship between you and any other person. You are solely responsible for negotiating, reviewing, entering into, and complying with any such separate agreement with such other person or persons. The availability of any connection, listing, or other feature accessible through the Service does not create any hunting right, access right, leasehold interest, license, agency relationship, partnership, joint venture, employment relationship, or other legal relationship between you, another person, or with Terra Firma. Terra Firma is not responsible for your acts or omissions, or your compliance with a separate agreement, or any injury, loss, damage, dispute, claim, or liability arising out of or relating to any land access, land use, or separate agreement between you and any other person. On behalf of yourself and on behalf of your heirs, successors, assigns, and permittees, you hereby indemnify, defend, and hold Terra Firma harmless from and against any and all claims, allegations, investigations, administrative actions, private rights of action, and all damages, fines, fees, losses, penalties, and costs (including reasonable attorneys’ and special witness fees) arising from or related to: (i) your entry onto, presence on, or use of any land, property, premises, or location identified, accessed, or otherwise made available through or in connection with the Service, or allowance of any of the foregoing if you are the individual or entity making the applicable property available; (ii) personal injury, death, property damage, trespass, nuisance, or injury to you or any third party resulting from or alleged to result from your access and activity, or your allowance of such access and activity, on any land made available or identified through the Service; (iii) your breach of any agreement with another third party as described under this Section 1.8; or (iv) your use or possession of firearms, weapons, equipment, animals, or other such materials on land identified or made available through the Service.
2.1 Payment Terms. You are responsible for paying all fees, charges, and other amounts set forth in the Service Plan (the “Fees”), together with any applicable Taxes (as defined below). We reserve the right to modify the Fees upon notice to you. Such notice may be provided at any time by posting the changes to our website, to your Account, or via email. Modifications in Fees will be effective as of the start of the next Renewal Term (as defined herein) following such notice. Any payments more than thirty (30) days past due will bear a late payment charge of 1.5% interest per month or the highest amount permitted by law, whichever is less. You are responsible for your own costs and expenses related to using the Service such as charges for Internet access, third-party software licenses, or other data transmission fees.
2.2 Payment Method; Credit Card Authorization. You agree to always keep your payment information current during the Term and authorize Terra Firma to charge such payment method (including but not limited to credit card, debit card, wire transfer, and/or automated clearing house) provided by you all amounts due under the Service Plan. By submitting such information, you grant Terra Firma the right to provide such information to third parties, including but not limited to Stripe, and their successors, for purposes of providing and billing for the Services. Terra Firma bills customers in advance monthly or once a year for recurring annual plans. All amounts due shall be paid in US dollars. Terra Firma may invoice you electronically or by paper invoice. You must notify Terra Firma within thirty (30) days of receipt of the invoice of any billing errors thereon. If you do not notify Terra Firma within this time, Terra Firma will not be required to correct the error and/or adjust your amounts due, and you hereby waive any claim, allegation, or contention with respect to such invoice. Terra Firma may, but is under no obligation to, issue refunds for Fees paid for your Account in its sole discretion.
2.3 Taxes. Fees are exclusive of all invoicing and bank processing fees, taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such fees, taxes, levies, or duties, excluding only United States income (federal or state) taxes imposed on Terra Firma, including, by way of example and not limitation, import duties and fees, sales, use, transfer, excise, value-added, and gross receipts (“Taxes”). In the event you are required to withhold any portion of service fees due to payments to banks or taxing authorities, (i) you agree to do so and to indemnify Terra Firma from any liability resulting from your failure to make such withholdings, and (ii) Terra Firma reserves the right to adjust the pricing of the Service so that you are responsible for payment to Terra Firma of the full amount for the Service, net of any such withholdings, so that the net amounts received by Terra Firma after such withholdings are equal to what was invoiced.
2.4 Early Termination Fee. For monthly Service Plans, there is no early termination fee or refunds. For annual Service Plans billed monthly, you agree to pay three (3) times the monthly cost specified in such annual Service Plans in the event you terminate these Terms prior to the expiration or termination of the specified Subscription Term (as defined herein).
2.5 Suspension. If you fail to pay any undisputed Fees for the Service, and such Fees become overdue, we may, upon prior notice, and without limiting our other rights and remedies, suspend your access to the Service until such overdue amounts are paid in full.
3.1 Account Registration. Access to the Service will be managed by you through your individual account (an “Account”). In registering an Account for access to the Service, you will be required to provide certain requested information. We will ask you to create a password. Once Account registration information is submitted, Terra Firma will have the right to approve or reject the requested registration in Terra Firma’s sole discretion. You are responsible for providing and maintaining truthful, accurate, complete, and current information in connection with your Account. You are responsible for maintaining the confidentiality of your username and password and you are fully responsible for all activities performed by you and any resulting events that occur under your Account.
3.2 Unauthorized Use and Information Changes. You must immediately notify Terra Firma if your registration information changes, or you learn of or have reason to suspect any unauthorized use of your Account or any other breach of security. You are responsible for all activities that occur under your Account, including any damages to Terra Firma, the Service, or any component thereof resulting from unauthorized access to your Account and Terra Firma will have no liability to you or any third party for damages or loss related to such unauthorized access or use.
3.3 Representations. You hereby represent and warrant that: (i) you have the legal capacity and authority to enter into and perform your obligations under these Terms; (ii) you will comply with the terms and conditions of these Terms and any other agreement to which you are subject that is related to your use of the Service or any part thereof; (iii) you have provided and will maintain accurate and complete information, including, without limitation, your legal name, email address, and any other information Terra Firma may reasonably require; (iv) your access to and use of the Service or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use, or any law or regulation to which you are subject; and (v) you will not use the Service in order to gain competitive intelligence about Terra Firma, the Service, or any product or service offered via the Service or to otherwise compete with Terra Firma.
3.4 Restrictions. You may not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of our Service in any way; (ii) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, communications protocol, structure, or ideas upon which the Service is based; (iii) use the Service or any data, content, or information accessed through the Service to develop a competing service or product; (iv) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Service, servers, data centers, or networks connected to the Service or take any other action that interferes with any other person’s use of the Service; (v) decrypt, transfer, create Internet links to the Service, or “frame” or “mirror” the Service on any other server or wireless or Internet-based device; (vi) use or merge the Service or any component thereof with other software, databases, or services not provided or approved by Terra Firma; (vii) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to the Service, or remove, obscure, or alter any notices or indications of any Intellectual Property Rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs, or designations, or any electronic notices; (viii) use the Service for any fraudulent or otherwise unlawful purposes or in violation of these Terms; (ix) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with the Service; (x) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Service for any reason; (xi) access or attempt to access any other user’s Account or use the Service in a way that prevents or inhibits another user from enjoying the Service; (xii) use any data, content, or information made available through the Service in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (xiii) introduce into the Service any virus, rogue program, Trojan horse, worm, or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm the Service, or perform any such actions; (xiv) introduce into the Service any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (xv) delete, modify, hack, or attempt to change or alter the Service, any data, content, or information made available through the Service, or any notices on the Service; (xvi) connect to or access any Terra Firma computer system or network other than the Service; (xvii) impersonate any other person or entity to use or gain access to the Service; or (xviii) conduct or otherwise participate in any distributed denial-of-service attack or similar malicious attack intended or designed to artificially delay, disrupt, or otherwise adversely affect the Service or any other user’s access to or use of the Service. Terra Firma reserves the right to fully investigate and prosecute violations of any of the above. Terra Firma may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.
4.1 User Content. As part of your use of the Service, you may submit or upload data, information, materials, comments, prompts, and other content (“User Content”). User Content does not include Terra Firma’s Usage Data (as defined herein). You hereby grant Terra Firma and its affiliates a non-exclusive, perpetual, irrevocable, royalty-free, fully paid, worldwide, sublicensable (through multiple tiers), fully transferable right and license during and after the Term to host, copy, process, transmit, display, perform, and otherwise use User Content to provide, maintain, support, enhance, and improve the Services. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use such User Content. Terra Firma does not guarantee the security or availability of User Content and is not responsible for any loss or damage to User Content. You acknowledge and agree that you bear sole responsibility for adequately controlling, processing, storing, and backing up User Content. Terra Firma reserves the right, but not the obligation, to refuse to post or to remove any information or materials, in whole or in part, that Terra Firma believes to be unacceptable, undesirable, or in violation of these Terms or the rights of third parties.
4.2 User Content Representations. You represent, warrant, and covenant that you will not publish, post, upload, record, or otherwise distribute or transmit any User Content or other material that: (i) infringes or would infringe any copyright, patent, trademark, trade secret or other Intellectual Property Rights or proprietary right of any party, or any rights of publicity or privacy of any party; (ii) violates any law, statute, ordinance, or regulation; (iii) is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful; (iv) is harmful to minors or otherwise pornographic; (v) is materially false, misleading, or inaccurate; and/or (vi) contains information for which you do not have the right to permit Terra Firma to access and process. You further represent and warrant that you have acquired all legally required consents, releases, and authorizations (freely given and fully informed) from all data subjects necessary to provide User Content to Terra Firma. You will indemnify, defend, and hold Terra Firma harmless from and against any and all claims, allegations, investigations, administrative actions, private rights of action, and all damages, fines, fees, losses, penalties, and costs (including reasonable attorneys’ and special witness fees), including those arising from or related to a claimed breach of state or federal data privacy or wiretapping laws caused by your failure to gain consent from applicable users for the use, monitoring of, or interaction with the Service for each instance in which the Service is or was deployed. The foregoing indemnification shall survive termination or expiration of these Terms.
4.3 Privacy. To the extent Terra Firma collects or acquires “personal information” as defined under applicable law in its performance of its obligations under these Terms, such collection shall be performed in accordance with its privacy policy linked here: Privacy Notice.
4.4 Usage Data and Aggregated Statistics. Terra Firma may generate de-identified data, statistics, and other performance or usage-related information (“Usage Data”) in the course of providing the Service to you. You acknowledge and agree that, as between you and Terra Firma, all Usage Data is and shall remain the property of Terra Firma. Terra Firma may use, aggregate, and share Usage Data for the purposes of providing the Service, conducting research, preparing industry benchmarking reports, product development, and other commercial uses subject to applicable law. Terra Firma will ensure that you cannot be identified through the Usage Data or any derivative thereof. You further acknowledge and agree that Terra Firma may compile Usage Data based on User Content input into the Services, provided such Usage Data does not identify you.
4.5 Feedback. Terra Firma welcomes comments, feedback, information, or materials regarding the Service or any of the other Terra Firma products or services (collectively, “Feedback”). By submitting Feedback to Terra Firma, you agree to assign, and hereby irrevocably assign to Terra Firma, all right, title, and interest, on a worldwide basis, in and to the Feedback and all copyrights, moral rights, and other Intellectual Property Rights embodied in such Feedback. Terra Firma will be free to use, copy, distribute, publish, and modify the Feedback on an unrestricted basis, without compensation to you.
5.1 Term. These Terms commence on the Effective Date and continue until all Service Plans between you and Terra Firma have expired or been terminated in accordance with these Terms (the “Term”).
5.2 Terms of Service Plans. The term of each Service Plan shall be as specified when you order the applicable Service Plan (an “Initial Subscription Term”). Service Plans will automatically renew for additional periods equal to the expiring Initial Subscription Term or one year (whichever is shorter) (each, a “Renewal Term”, and collectively with the Initial Subscription Term, the “Subscription Term”), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.
5.3 Termination. Terra Firma may terminate these Terms for cause immediately if you breach these Terms, as determined by Terra Firma in its sole discretion, or become the subject of a lawsuit or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors. Either party may terminate these Terms for any reason with thirty (30) days’ written notice to the other party. Termination of these Terms shall not limit Terra Firma from pursuing remedies available to Terra Firma, including but not limited to injunctive relief, for a failure to pay outstanding Fees or in connection with any other breach of these Terms. You agree to cease use of the Services immediately upon the termination of these Terms.
5.4 Payment Upon Termination. If you terminate these Terms before the applicable Subscription Term expires, then you are not entitled to a refund or credit for any pre-paid Fees. You are responsible for any unpaid Fees for the Service for the entirety of the Term. You are also responsible for any Fees incurred prior to the date of termination.
5.5 Your Data Upon Termination. Your User Content associated with an applicable Service Plan will remain available for the duration of the Subscription Term and for thirty (30) days thereafter. For thirty (30) days after the Subscription Term ends, you may request a copy of your User Content and Terra Firma will provide such copy to you in a format reasonably available to Terra Firma. You agree that after termination or expiration of these Terms, or termination or expiration of any Service Plan, Terra Firma may immediately deactivate your Account(s) associated with the Service Plan, and you will no longer have access to such Account(s) after the Subscription Term has ended.
6.1 Disclaimers. TERRA FIRMA MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE METHODOLOGIES USED OR THE ACCURACY, TIMELINESS, RELIABILITY OR COMPLETENESS OF ANY OF THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SERVICES ARE NOT INTENDED TO PROVIDE YOU WITH ANY FINANCIAL, REAL ESTATE, OR RELATED ADVICE OF ANY KIND, AND TERRA FIRMA DOES NOT CLAIM TO BE, AND DOES NOT FUNCTION AS A SUBSTITUTE FOR, ANY PROFESSIONAL SURVEY OR TITLE VERIFICATION SERVICE. YOUR RELIANCE ON OR USE OF THE SERVICES SHALL BE ENTIRELY AT YOUR OWN RISK. TERRA FIRMA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES IN ANY JURISDICTION, STATE OR REGION. YOU SHALL BE SOLELY RESPONSIBLE FOR OBTAINING ANY AND ALL NECESSARY LICENSES, CERTIFICATES, PERMITS, APPROVALS OR OTHER AUTHORIZATIONS REQUIRED BY FEDERAL, STATE OR LOCAL STATUTE, LAW OR REGULATION APPLICABLE TO YOUR USE OF THE SERVICES. THIS SECTION 6.1 APPLIES TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. THE SERVICES ARE OFFERED BY TERRA FIRMA FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. TERRA FIRMA MAKES NO REPRESENTATIONS THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER COUNTRIES. THOSE WHO ACCESS OR USE THE SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS.
7.1 Liability. IN NO EVENT WILL TERRA FIRMA BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, INCLUDING ANY LOSS OF DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF TERRA FIRMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TERRA FIRMA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE TOTAL AMOUNTS PAID BY YOU TO TERRA FIRMA UNDER THE APPLICABLE SERVICE PLAN GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. YOU ACKNOWLEDGE AND AGREE THAT TERRA FIRMA WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM ANY ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES, ANY THIRD-PARTY PRODUCTS, MATERIALS, OR SERVICES, YOUR INTERACTIONS WITH OTHER USERS OR LANDOWNERS, YOUR ACTIONS, INACTIONS, OR EXPERIENCES ON ANY REAL ESTATE OR OTHER PROPERTY IDENTIFIED THROUGH THE SERVICES, OR YOUR USE OF, MISUSE OF, OR INABILITY TO USE THE SERVICES OR ANY THIRD-PARTY PRODUCTS, MATERIALS, OR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT TERRA FIRMA WOULD NOT HAVE ENTERED INTO THESE TERMS BUT FOR THE LIMITATIONS OF LIABILITY SET FORTH IN THIS ARTICLE 7.
8.1 Your Indemnification. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TERRA FIRMA, ITS AFFILIATES AND RESPECTIVE OFFICERS, EMPLOYEES, CONSULTANTS, SHAREHOLDERS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, AND/OR COSTS (INCLUDING ATTORNEYS’ AND EXPERT WITNESS FEES, COSTS, AND OTHER EXPENSES) ARISING OUT OF OR RELATED TO ANY ACTUAL OR ALLEGED CLAIMS INVOLVING OR RESULTING FROM: (I) VIOLATION OF THESE TERMS OR APPLICABLE LAW, RULE OR REGULATION BY YOU OR ANY PERSON ACCESSING OR USING THE SERVICE BY OR THROUGH YOU; (II) INFRINGEMENT OR MISAPPROPRIATION BY YOU, OR ANY PERSON ACCESSING OR USING THE SERVICE BY OR THROUGH YOU, OF ANY INTELLECTUAL PROPERTY OR PRIVACY OR OTHER RIGHT OF ANY PERSON OR ENTITY (EXCEPT CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION ARISING SOLELY FROM USE OF THE SERVICE AS PROVIDED UNDER THESE TERMS); (III) YOUR ACTS OR OMISSIONS; (IV) USER CONTENT IN ANY MANNER; OR (V) ANY NEGLIGENT ACT OR OMISSION OR WILLFUL MISCONDUCT BY YOU. TERRA FIRMA RESERVES THE RIGHT TO CONTROL THE DEFENSE AND ANY SETTLEMENT OF SUCH CLAIM, AND YOU SHALL COOPERATE WITH TERRA FIRMA IN DEFENDING AGAINST SUCH CLAIM.
9.1 Independent Contractors. You understand and expressly agree that you and Terra Firma are independent contractors and not agents or employees of the other party. Neither you nor Terra Firma has any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
9.2 Notices. Terra Firma may send notices pursuant to these Terms to the email address associated with your Account, and such notices will be deemed received one day after they are sent. You may send notices pursuant to these Terms to Terra Firma at [email protected], and such notices will be deemed received one day after they are sent.
9.3 Amendment. Terra Firma may amend these Terms (including any addenda referenced herein) from time to time by posting an amended version at its website and sending you written notice thereof. Such amendment will become effective as of the “Last Updated” legend at the top of the first page. Your continued use of the Service will constitute your agreement to any new provisions within the revised Terms. If you do not agree to the revised Terms, then you must stop using the Service immediately.
9.4 Force Majeure. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to governmental action, acts of terrorism, natural disasters, earthquake, fire, flood, or other acts of God, labor conditions, power failures, and Internet disturbances (each, a “Force Majeure Event”). If a Force Majeure Event causes delays in performance by either party for a period longer than ninety (90) days, these Terms may be terminated in accordance with Section 5.3.
9.5 No Waiver. Neither party will be deemed to have waived any of its rights under these Terms by lapse of time or by any statement or representation other than (i) by an authorized representative and (ii) in an explicit written waiver. No waiver of a breach of these Terms will constitute a waiver of any prior or subsequent breach of these Terms.
9.6 Assignment and Successors. Neither party may assign these Terms or any of its rights or obligations hereunder without the other party’s express written consent, except that either party may assign these Terms to the surviving party in a merger of that party into another entity following at least thirty (30) days’ prior written notice to the other party in advance of such merger. Except to the extent forbidden in the previous sentence, these Terms will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
9.7 Choice of Law and Jurisdiction. These Terms will be governed solely by the laws of the state of Missouri. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the state and federal courts located in Jackson County, Missouri, in any litigation arising out of or relating to these Terms or their subject matter. Before initiating any legal claim or action (except with respect to equitable relief or non-payment of fees due under these Terms), the parties will first attempt in good faith to resolve any dispute, controversy, or claim arising out of or related to these Terms (collectively, a “Claim”) through informal discussions. Either party may initiate this process by providing written notice describing the dispute in reasonable detail. The parties’ representatives shall meet in person or via conference call within ten (10) business days of such notice. If the parties have not reached a mutually agreeable resolution of the Claim within ten (10) business days after their initial meeting, or within an additional time period mutually agreed upon, then either party may request that such Claim be submitted to a mediator agreed upon by the parties who shall be recognized by the Association of Missouri Mediators, with such mediation to be held in Jackson County, Missouri, or in a separate location or virtually as mutually agreed by the parties. The mediator shall assist in attempting to negotiate a resolution of the Claim. The mediation shall be non-binding unless the parties otherwise agree. Unless otherwise agreed by the mediator and the parties, the mediation shall be held within twenty-one (21) days of the request for mediation. The parties must attend the mediation and act in good faith to genuinely attempt to resolve the Claim. Any information or documents disclosed by a party under this clause: (i) must be kept confidential; and (ii) may only be used to attempt to resolve the Claim. Each party shall pay its own costs of complying with this Section 9.7 and shall equally share the cost of the mediator. In the event the foregoing mediation does not resolve the Claim, either party may pursue all available remedies.
9.8 Equitable Relief. You agree that your breach of the terms and responsibilities under these Terms would cause irreparable harm and significant injury to Terra Firma, which would be both difficult to ascertain and for which there is no adequate remedy at law, and that Terra Firma shall be entitled, in addition to any other rights and remedies it may have, to injunctive relief (without the requirement of posting bond), specific performance, and other equitable remedies to restrain any threatened, continuing, or further breach, or other equitable relief without prejudice to any other rights and remedies Terra Firma may have under these Terms.
9.9 Severability. If any term or provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining terms and provisions of these Terms will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of these Terms.
9.10 Entire Agreement. These Terms, including any exhibits or addenda referenced herein, set forth the entire agreement of the parties and supersede all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.
9.11 Survival. The following articles and sections will survive the expiration or termination of these Terms for any reason: Sections 1.6, 2.4, 3.4, 4.4, 4.5, 5.4, and 5.5; Articles 6 through 9; and to the extent such sections discuss liability and any limitations thereof, Sections 1.7, 1.8, 4.1, and 4.2.
For questions regarding these Terms of Service, please contact us at [email protected].