These Terms of Service ("Terms") govern access to and use of the TerritoryOS platform and related services (the "Services") provided by TerritoryOS ("TerritoryOS," "we," "us," or "our"). By accessing, registering for, or using the Services, the entity identified at registration ("Client") agrees to be bound by these Terms.
1. Acceptance of Terms
By accessing the Services, executing an order form, or clicking to accept these Terms, Client agrees to be bound by these Terms and any documents incorporated by reference, including any signed order form or written subscription agreement (each, an "Order Form"). If Client does not agree, Client may not access or use the Services.
2. Description of Services
TerritoryOS provides B2B market intelligence infrastructure, including territory intelligence, campaign configuration, approved audience workflow reporting, direct mail coordination, and attribution infrastructure for approved commercial use cases such as homebuilders, real estate operators, and approved commercial clients.
3. Account Registration
Client must register for an account to access the Services and must provide accurate, current, and complete information. Client is responsible for maintaining the confidentiality of its credentials and for all activity that occurs under its account.
4. Authorized Users
Client may permit its employees and contractors who are acting on Client's behalf and bound to confidentiality obligations no less protective than these Terms ("Authorized Users") to access the Services. Client is responsible for the acts and omissions of its Authorized Users.
5. Client Responsibilities
- Maintain accurate account, billing, and campaign configuration information.
- Comply with all applicable laws and third-party rules in connection with use of the Services.
- Ensure that any Client Content or campaign instructions submitted to TerritoryOS are accurate and lawful.
- Promptly notify TerritoryOS of any unauthorized access or suspected security incident involving the Services.
6. Approved Use Cases
The Services are intended for approved business intelligence, marketing workflow, campaign reporting, and territory planning use cases. Permitted use is further described in the TerritoryOS Data Use & Acceptable Use Policy, which is incorporated by reference.
7. Subscription Fees and Billing
Client agrees to pay all fees set forth in the applicable Order Form, plan selection, or checkout terms. Unless otherwise stated, subscription fees are billed in advance on a recurring basis and are non-cancellable for the then-current billing period. Fees are exclusive of taxes, which are Client's responsibility.
8. Monthly Data Processing Costs
TerritoryOS provides market intelligence infrastructure as a service. Client acknowledges that spatial analysis, data processing, campaign configuration, vendor coordination, and reporting infrastructure costs may be incurred on a monthly basis regardless of campaign activation volume, unless otherwise stated in a signed order form.
9. Territory Configuration
Territory definitions, polygons, signal classes, and campaign parameters are configured collaboratively between TerritoryOS and Client. TerritoryOS may revise configuration where required by provider rules, data licensor terms, or applicable law.
10. Territory Exclusivity
Territory exclusivity, market exclusivity, or category exclusivity applies only if expressly stated in a signed order form, written agreement, or approved subscription plan. Website descriptions do not create exclusive rights unless confirmed in writing.
11. No Guarantee of Results
TerritoryOS does not guarantee any specific number of leads, appointments, customers, revenue, match rates, audience sizes, campaign outcomes, or return on investment.
12. Third-Party Data Providers
The Services rely on data, technology, and fulfillment services from third-party providers. Provider rules, availability, and approval workflows may change, and TerritoryOS may modify features, signals, or outputs as required by such providers. TerritoryOS is not responsible for the acts, omissions, or content of third-party providers.
13. Intellectual Property
As between the parties, TerritoryOS owns and retains all right, title, and interest in and to the Services, including all software, models, methodologies, documentation, and related intellectual property. No rights are granted to Client except as expressly set forth in these Terms.
14. Client Content and Client Data
"Client Content" means information, materials, and configuration data that Client submits to the Services. Client retains all right, title, and interest in Client Content and grants TerritoryOS a non-exclusive, worldwide, royalty-free license to host, process, and use such Client Content solely as necessary to provide, secure, and improve the Services.
15. Aggregated and Derived Analytics
TerritoryOS may generate aggregated, de-identified, or statistical information derived from use of the Services ("Aggregated Analytics") and may use Aggregated Analytics for product development, benchmarking, security, and operation of the Services, provided that Aggregated Analytics do not identify Client or any individual.
16. Confidentiality
Each party will protect the other party's Confidential Information using reasonable care and will use such Confidential Information only as necessary to perform under these Terms. Confidential Information does not include information that is publicly available, already known, independently developed, or rightfully received from a third party without restriction.
17. Acceptable Use
Client will not, and will not permit any Authorized User to, use the Services in violation of the TerritoryOS Data Use & Acceptable Use Policy, applicable law, third-party provider rules, or in a manner that could harm TerritoryOS, its providers, or any third party.
18. Suspension and Termination
TerritoryOS may suspend or terminate access to the Services if Client materially breaches these Terms, fails to pay fees when due, or if TerritoryOS reasonably believes continued access poses a security, legal, or compliance risk. Either party may terminate for material breach not cured within thirty (30) days of written notice.
19. Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TERRITORYOS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TERRITORYOS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR PRODUCE ANY SPECIFIC RESULT.
20. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO TERRITORYOS UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
21. Indemnification
Client will defend, indemnify, and hold harmless TerritoryOS and its affiliates from and against any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising out of or related to Client Content, Client's use of the Services in violation of these Terms, or Client's violation of applicable law or third-party rights.
22. Governing Law
These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws principles, unless otherwise required by applicable law. The parties consent to the exclusive jurisdiction of the state and federal courts located in Texas for any dispute not subject to alternative resolution.
23. Contact Information
Questions about these Terms may be directed to support@territoryos.xyz. Billing matters: billing@territoryos.xyz. Compliance and legal notices: compliance@territoryos.xyz.