By selecting "I Accept" below, and in consideration for the data access, download rights and other
functions available to you on this website, you accept and agree to be bound by the terms and conditions
set forth by Autoagent Data
Solutions, LLC (hereinafter, "Autoagent"), a Delaware corporation, maintaining its principal place of
business at 3497 Pine Haven Circle, Boca Raton, FL. 33431. You are therefore, and for the purposes of
this Agreement the user
(hereinafter, "the Payer"), a legal corporation and request access to the data and services provided by
the Autoagent system. As a first time user, Autoagent hereby agrees that with respect to the first tax
payment and the first
download
from a single Tax Collector authority, Autoagent will waive the Fees set forth in Paragraph 5 below as
to such first tax payment and first download only which may be accessed by Payer. Thereafter, the Fee
Schedule in paragraph 5 will
apply to the next succeeding downloads by Payer.
1. TERM
This agreement shall be in effect for a period of one (1) year from the date of its acceptance by Payer,
and shall be renewed automatically for successive one year terms thereafter, subject to the right of
either party to terminate
anytime during the term (initial term or as extended thereafter) by providing the other party written
notice of the desire to terminate at least thirty (30) days prior to the intended date of
termination.
2. COMPUTER OPERATIONS
Autoagent will provide computer usage of its software and related systems and services to the Payer via
access to its website. The computer software will be available 7 days a week, 24 hours a day except
during time for scheduled
maintenance
and interruptions resulting from internet service providers, hosting platforms or through third party
cyber-attacks or malware.
3. DATA ACCESS
Upon the approval of your request to connect with any of Autoagent's partner Tax Collectors, Autoagent
will provide access to the Tax Collectors' updated property tax data in order to update the Payer's
property portfolio with the
most up-to-date property tax information made available to Autoagent by the Tax Collector. The Payer
understands that the data hosted by Autoagent is a direct extract of data provided to Autoagent from the
Tax Collector partners of
Autoagent which Tax Collectors are solely responsible for the accuracy of its content. The tax data is
provided "as is". Payer agrees that the data and website functionality offered and made available from
the Autoagent website shall
be used solely for payment purposes of Payer.
4. DATA VALIDITY
Autoagent performs commercially reasonable efforts to validate the data provided by Autoagent partner Tax
Collectors in an effort to ensure that the data provided is accurate and error free. The Tax Collectors
are responsible to
generate and update such data; and its accuracy is based on the Tax Collector's internal controls and
performance. Autoagent and Payer agree that all intellectual data property rights associated in relation
to
information generated from or
created during the Term under the terms of this Agreement or accessible to Payer on the Autoagent
website together with all software, copyrights, patents, ideas, and inventions associated with any
Autoagent software, tools, or website
functions as same are modified, enhanced or developed prior to or during the Term of this Agreement or
thereafter shall be vested in and be owned by Autoagent. Such Intellectual Property also includes Payer
data, usage statistics,
experience and results from the use of Autoagent. All rights to access data or benefit from Autoagent
supplied data, software, tools, or website functions by Payer shall terminate as of the expiration of
this Agreement and may be
suspended during any period of nonpayment.
5. FEES SCHEDULE
The data access and payment processing fees are as listed below:
- $.50 US per parcel processed on Autoagent. This is
charged when a payment is committed.
- $.35 US per parcel researched on Autoagent. This
is charged at the end of each tax season
and waived if a payment was committed through Autoagent to the Agency in a given tax season.
These fees will be invoiced automatically by Autoagent.
6. PROGRAMMING
Autoagent shall have no access to any computer hardware of the Payer. Autoagent shall employ all
necessary professional practices and take all precautions to ensure that the Payer's systems are intact
and free of any harm from
Autoagent
supplied data.
7. PAYMENTS TO TAX COLLECTORS
The Payer agrees to pay the property taxes, committed through Autoagent, directly to each Tax Collector
partner of Autoagent without exceptions. Property taxes cannot be paid to the Tax Collector through
Autoagent. Payer must process
payment through Payer's financial institution. Payment instructions are provided at the completion of
the payment commitment process.
8. PAYMENT TO AUTOAGENT
The Payer agrees to pay Autoagent ONLY for the fees associated with the Autoagent service. The Payer
shall be liable to pay Autoagent's fees in a timely manner. In case of no payment for any unpaid
invoices for more than 30 days
Autoagent will automatically assess late fees of 1.5% monthly or $5.00, whichever is greater. In case of
unpaid invoices for over 60 days Autoagent will automatically block access of the Payer to the Autoagent
system.
9. OWNERSHIP AND LICENSE
All of the software developed and compiled by Autoagent pursuant to this agreement shall be the property
of Autoagent. Any company name, logos, contacts, and user accounts that the Payer adds to its Autoagent
profile becomes
information that can be utilized by Autoagent to optimize the Payer's profile page and to facilitate all
communications between interested parties.
10. LIMITATION OF DAMAGES
A. LIMITED LIABILITY OF AUTOAGENT. THE TOTAL LIABILITY OF AUTOAGENT, ITS AFFILIATES AND
THIRD-PARTY LICENSORS IN CONNECTION WITH THE AUTOAGENT SERVICES AND WEBSITE FUNCTIONALITY UNDER THIS
AGREEMENT OR ANY OTHER MATTER
RELATING
TO THIS
AGREEMENT (WHATEVER THE BASIS FOR THE CAUSE OF ACTION) SHALL NOT EXCEED THE FEE THAT LICENSEE
ACTUALLY PAID TO AUTOAGENT.
B. EXCLUSION OF DAMAGES. IN NO EVENT SHALL AUTOAGENT, ITS AFFILIATES OR THIRD-PARTY LICENSORS BE
LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS,
WHETHER BASED ON BREACH OF
CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT AUTOAGENT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. SEVERABILITY
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law,
the provision shall be modified by the court and interpreted so as best to accomplish the objectives of
the original provision to
the
fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in
effect.
12. PAYER RESPONSIBILITIES
Payer shall (i) be responsible for Payer's compliance with this Agreement, (ii) use commercially
reasonable efforts to prevent unauthorized access to or use of the Website's data, functionality, or
Autoagent software and shall
promptly
notify Autoagent of any such unauthorized access or use, and (iii) use the Autoagent website and
Autoagent supplied information and data only in accordance with these Terms of Use and also in
accordance with applicable laws and
government regulations. Payer shall not (a) make the Autoagent supplied data or website access available
to anyone other than Payer (b) use the Autoagent supplied data or website access to store or transmit
infringing, libelous, or
otherwise unlawful or tortious material, or to store or transmit material in violation of third-party
privacy rights, (c) use the Autoagent supplied data or website access to store or transmit malicious
code or facilitate any
penetration
of Autoagent's firewall and cybernet security programs (d) interfere with or disrupt the integrity or
performance of the Autoagent website or downloads or third-party data contained therein, or (e) attempt
to gain unauthorized access
to
the Autoagent website or to download or access the other Autoagent intellectual property or
functionality including its related systems or networks for any purposes other than those permitted
under this Agreement. Payer shall be
solely
responsible for assuring that only authorized Payer employees have access to the Autoagent website and
the data access and download and upload features and that all uploads from Payer are encrypted,
accurate, complete, compatible and
otherwise formatted and compliant with Autoagent's specifications and requirements.
13. GOVERNING LAW/EXCLUSIVE FORUM
This Agreement shall be governed by the laws of the State of Florida and Payer agrees to personal and
subject matter jurisdiction for resolution of all disputes in the state and federal courts where
Autoagent's principal place of
business resides which shall be the exclusive forum for all such disputes whether in law, tort or for
statutory claims.
