LSDR / LTC Capital
Listing Strategy Decision Record Published by LTC Capital, LLC

Terms of Service

Last Modified: July 21, 2026

These Terms of Service (this “Agreement”) are a binding agreement between LTC Capital, LLC, a Pennsylvania limited liability company (“Provider,” “we,” “us,” or “our”), and the individual licensed real estate professional who purchases, configures, receives, accesses, or uses the LSDR Product (“Licensee,” “you,” or “your”). If you accept this Agreement for a brokerage or other entity, you represent that you have authority to bind that entity; however, unless Provider expressly agrees in writing to an office-wide or enterprise license, the license granted below remains personal to the individual Licensee identified during configuration.

BY CHECKING THE ACCEPTANCE BOX, COMPLETING PURCHASE, OR ACCESSING OR USING THE LSDR PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, REPRESENT THAT YOU HAVE AUTHORITY TO ENTER INTO IT, AND AGREE TO BE LEGALLY BOUND BY IT. IF YOU DO NOT AGREE, DO NOT PURCHASE, ACCESS, OR USE THE LSDR PRODUCT.

1. Definitions

1.1 “Artifact” means the configured, locked, standalone HTML file and its embedded content, decision logic, disclosures, warnings, explanatory language, formatting, and functionality delivered by Provider to Licensee, including authorized Updates. An Artifact may permit Licensee to guide a seller through a structured process and locally generate, save, print, or convert a completed Decision Record.
1.2 “Configuration Information” means information Licensee provides to Provider to configure the Artifact, including Licensee name, brokerage, state, MLS, form references, and practice language. Configuration Information does not include Seller Information unless Licensee submits it contrary to this Agreement.
1.3 “Decision Record” means a completed record generated through the Artifact that documents a seller’s consideration of marketing-path factors, including public MLS marketing and restricted or private marketing, and that may be saved, printed, or signed by the seller, Licensee, or broker.
1.4 “Documentation” means Provider’s instructions, descriptions, samples, website materials, and other materials supplied for the Artifact.
1.5 “Fees” means the Enrollment Fee, each Renewal Fee, and all other amounts payable by Licensee under this Agreement, in each case exclusive of applicable taxes.
1.6 “Licensee Content” means Configuration Information and other content supplied by Licensee to Provider, excluding Seller Information.
1.7 “Product” or “LSDR Product” means the Listing Strategy Decision Record documentation offering made available by Provider, including the Artifact, the Documentation, the configuration, delivery, payment, communications, and Update processes, Updates, and Provider’s website, in each case as further described in this Agreement.
1.8 “Provider Materials” means the Artifact, Documentation, Updates, website content, compliance-reference content, Provider trademarks, and all related designs, text, workflows, selection and arrangement, decision logic, code, and intellectual property, excluding Licensee Content and the seller-specific information entered locally into a Decision Record.
1.9 “Seller Information” means a seller’s name, property address, responses, signatures, reasons, preferences, and other transaction-specific information entered into the Artifact by or for Licensee.
1.10 “Updates” means replacement or revised builds, language, form-reference frameworks, or other content Provider elects to make available during an active Update Term.
1.11 “Update Term” means the initial twelve-month update period included with enrollment and each paid annual renewal period.

2. Product; Nature and Scope

2.1 Documentation Tool. The Listing Strategy Decision Record (“LSDR”) is a software-generated documentation tool for licensed real estate professionals. It is intended to structure and document a seller’s deliberation concerning public and restricted marketing paths. The Artifact is evidentiary and documentary, not evaluative: it records information and decisions but does not determine, approve, certify, or guarantee the correctness, legality, suitability, or outcome of any marketing choice.
2.2 Standalone Delivery; No Hosted SaaS. Provider delivers a configured HTML Artifact for Licensee’s local use. Except for Provider’s website, configuration, payment, communications, and delivery or update processes, the Artifact is not a hosted software-as-a-service platform. Provider does not host transaction-specific Seller Information entered into the delivered Artifact. Licensee is responsible for its own device, browser, storage, backup, printing, PDF conversion, electronic-signature workflow, retention, and security.
2.3 Companion Record Only. The Artifact and each Decision Record supplement, and do not replace, any listing agreement, MLS form, exclusion or opt-out form, state-required disclosure, brokerage policy, fair-housing procedure, supervisory approval, attorney-reviewed document, or other legally or contractually required record.
2.4 No Agency or Professional Relationship. Provider is not a real estate broker, MLS, regulator, law firm, insurer, fiduciary, or agent of Licensee or any seller. No use of the Product creates an attorney-client, broker-client, advisory, fiduciary, or other professional relationship with Provider.

3. Eligibility and Authority

3.1 The Product is offered solely for business and professional use by adults who are licensed real estate professionals or authorized brokerage personnel. You represent and warrant that you: (a) are at least eighteen years old; (b) have legal capacity to contract; (c) hold all licenses and authorizations required for your activities; and (d) will use the Product only within the scope of your license, authority, brokerage policies, and applicable law.
3.2 You are solely responsible for obtaining any required broker-of-record, supervisory, seller, co-owner, occupant, MLS, or other approvals and for confirming whether the Product may be used in the relevant jurisdiction and transaction.

4. License Grant and Restrictions

4.1 License. Upon payment of the Enrollment Fee, Provider grants Licensee a perpetual, irrevocable (except upon termination for Licensee’s uncured material breach under Section 14.4), personal, non-exclusive, non-transferable, non-sublicensable license to use the Artifact delivered to Licensee in Licensee’s own licensed real estate practice to conduct and document marketing-path discussions for an unlimited number of Licensee’s own listings, and to create, save, print, sign, distribute to transaction participants, and retain corresponding Decision Records. Non-renewal, cancellation, or expiration of an Update Term ends only Licensee’s right to receive Updates under Section 5 and does not revoke, disable, or claw back the delivered Artifact or any Decision Record. Licensee’s right to receive Updates is separately conditioned on an active Update Term and payment of the applicable Renewal Fee, and Licensee’s continued use of the Product remains subject to the restrictions in Section 4.3 and Licensee’s compliance with this Agreement.
4.2 Per-Individual License. The license is issued to one individual Licensee. It may not be shared with or used by another agent, team member, office, brokerage, franchise, or third party. Administrative personnel may assist Licensee solely under Licensee’s supervision and only for Licensee’s transactions. Office-wide, team, or enterprise use requires Provider’s separate written authorization, which Provider may extend through a team or brokerage license code or a separate written order. Where Provider issues such authorization, the scope, permitted users, and pricing of the team or brokerage license are governed by the applicable license code terms or order, and each authorized user remains bound by this Agreement. Provider may verify licensing, permitted users, and version history through identifiers embedded in an Artifact.
4.3 Restrictions. You shall not, and shall not permit another person to:
4.4 Integrity and Identifiers. Provider may embed license, version, or customer identifiers in an Artifact. You shall not remove or alter them. Such identifiers may be used to verify licensing and version history, but do not authorize Provider to collect Seller Information from Licensee’s local use.

5. Fees, Annual Renewal, Taxes, and Cancellation

5.1 Enrollment Fee. The enrollment fee (the “Enrollment Fee”) is a single, one-time charge of $297 due at purchase. It is charged once, not in installments, and includes configuration and the first Update Term.
5.2 Automatic Annual Renewal.
YOUR ENROLLMENT INCLUDES THE FIRST UPDATE TERM. UNLESS YOU CANCEL BEFORE THE RENEWAL DATE, YOUR UPDATE TERM WILL AUTOMATICALLY RENEW APPROXIMATELY TWELVE MONTHS AFTER ENROLLMENT AND ANNUALLY THEREAFTER, AND THE PAYMENT METHOD ON FILE WILL BE AUTOMATICALLY CHARGED A RENEWAL FEE OF $99 FOR EACH ONE-YEAR RENEWAL TERM (THE “RENEWAL FEE”), PLUS APPLICABLE TAXES, ON A RECURRING BASIS UNTIL YOU CANCEL. THE AUTOMATIC RENEWAL CONTINUES UNTIL CANCELLED, AND YOU MAY CANCEL AT ANY TIME AS DESCRIBED IN SECTION 5.5. PROVIDER OBTAINS YOUR AFFIRMATIVE CONSENT TO THESE AUTOMATIC RENEWAL TERMS AT CHECKOUT BEFORE COLLECTING YOUR BILLING INFORMATION AND BEFORE ANY CHARGE. BEFORE EACH ANNUAL RENEWAL, PROVIDER WILL SEND YOU A REMINDER OF THE UPCOMING RENEWAL FEE, THE RENEWAL DATE, AND HOW TO CANCEL, WITHIN THE TIME REQUIRED BY APPLICABLE LAW (GENERALLY BETWEEN 15 AND 45 DAYS BEFORE THE RENEWAL DATE). PROVIDER MAY CHANGE THE RENEWAL FEE ONLY ON PRIOR NOTICE GIVEN WITHIN THE TIME AND IN THE MANNER REQUIRED BY APPLICABLE LAW.
5.3 Renewal Benefit. An active Update Term entitles Licensee to request or receive Updates that Provider makes generally available for Licensee’s applicable state or configuration. Renewal is not required to retain previously delivered Artifacts or completed Decision Records. Updates are not continuous monitoring, legal services, or a guarantee that Licensee’s build always reflects every legal, regulatory, MLS, form, or policy development.
5.4 Renewal Notices, Acknowledgment, and Consent. Before charging the Enrollment Fee or any Renewal Fee, Provider will present the automatic renewal offer terms in a clear and conspicuous manner and in visual proximity to the request for consent, and will obtain Licensee’s affirmative consent to the agreement containing those terms. Promptly after enrollment, Provider will provide an acknowledgment, in a form Licensee can retain, that includes the automatic renewal offer terms, the cancellation policy, and instructions for how to cancel. Provider will send enrollment confirmations, renewal reminders, receipts, material-change notices, and fee-change notices, and will retain verification of Licensee’s consent, in each case within the time and in the manner required by applicable law. Provider may send these and other required disclosures electronically to the contact information supplied by Licensee, and Licensee agrees to keep that information current.
5.5 Cancellation. You may cancel automatic renewal at any time before the next renewal charge through the Stripe-hosted customer portal (Stripe’s subscription-management page) that Provider identifies at checkout, in the enrollment confirmation, and in each renewal reminder, or by emailing vcyr@thecyrteam.com. Provider will not require a reason for cancellation and will not impose steps that obstruct or unreasonably delay it. The cancellation mechanism will be at least as easy to use as the method Licensee used to enroll and will be available through the same medium in which Licensee enrolled. Cancellation is effective for future renewal charges and does not retroactively terminate the then-current paid Update Term.
5.6 Effect of Cancellation. Cancellation: (a) stops future annual renewal charges; (b) ends access to future Updates after the current Update Term; and (c) does not disable, revoke, or claw back a previously delivered Artifact or any Decision Record already generated, saved, printed, or signed. Licensee may continue using its last lawfully delivered Artifact under Section 4, subject to this Agreement, but is solely responsible for determining whether its content remains current and suitable.
5.7 Refunds; Chargebacks. Except where required by law or expressly stated in a written refund policy, Fees are nonrefundable, including for partial use or unused portions of an Update Term. Before initiating a chargeback, Licensee agrees to contact Provider at vcyr@thecyrteam.com and provide a reasonable opportunity to address the issue. This sentence does not waive rights that cannot lawfully be waived.
5.8 Taxes. Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Provider’s income.

6. Configuration, Delivery, Updates, and Support

6.1 Licensee shall provide complete and accurate Configuration Information. Provider may rely on that information without independent verification. Any preview, proof, or configuration summary approved or accepted by Licensee will be deemed accurate for fulfillment purposes.
6.2 Delivery occurs when Provider sends or makes the Artifact available to Licensee at the email address or delivery location supplied by Licensee. Licensee shall promptly download, test, and securely retain the Artifact and backup copies. Risk of loss from deletion, device failure, corruption, browser changes, third-party conversion, or inadequate backup passes to Licensee upon delivery.
6.3 Provider may correct defects, update content, change formats, discontinue particular features, or replace an Artifact with a revised build. Provider does not promise any service level, response time, maintenance, hosting, device support, long-term compatibility, or individualized legal or compliance support.
6.4 Provider may decline to configure or update content that it reasonably believes is inaccurate, unlawful, misleading, technically infeasible, inconsistent with Product integrity, or outside the Product’s intended scope. Provider may require Licensee to reconfirm configuration details before issuing an Update.

7. Licensee Responsibilities and Required Review

7.1 Licensee is solely responsible for:
7.2 Licensee shall not treat a suggested result, weighting, scale movement, summary, or other Artifact output as a directive or substitute for professional judgment. Licensee must assess whether the Artifact is appropriate for each transaction and consult the broker of record or qualified counsel when needed.
7.3 If applicable law prohibits restricted marketing or requires a particular public-marketing process, form, timing, disclosure, or exception, Licensee shall follow that requirement regardless of any Artifact content or seller preference.

8. Seller Information, Privacy, and Local Processing

8.1 The delivered Artifact is designed so that Seller Information is entered and retained locally by Licensee and is not transmitted to or hosted by Provider through ordinary Artifact use. Licensee shall not send Seller Information to Provider unless Provider specifically requests it through an approved secure channel and the disclosure is lawful and necessary.
8.2 Licensee, and not Provider, determines the purposes and means of collecting and using Seller Information through the Artifact. Licensee is solely responsible for providing notices, obtaining consents, limiting access, implementing security, responding to rights requests, preserving records, and otherwise complying with privacy, cybersecurity, electronic-signature, and records laws.
8.3 Provider may process Licensee’s business contact, configuration, transaction, payment, technical, and communication information in accordance with Provider’s privacy notice at https://lsdr.ltccapitalholdings.com/privacy/. Payment processing may be performed by a third-party processor under its own terms and privacy notice; Provider does not control that processor’s independent practices.

9. Intellectual Property and Decision Records

9.1 Provider Ownership. Provider and its licensors own all right, title, and interest in the Provider Materials, including all intellectual property rights and all improvements, modifications, and derivative works. No ownership is transferred to Licensee. “LSDR,” “Listing Strategy Decision Record,” related marks, logos, and trade dress are Provider property, and no trademark license is granted except the limited display inherent in authorized use of the Artifact and Decision Records.
9.2 Licensee Content. As between the parties, Licensee retains ownership of Licensee Content. Licensee grants Provider a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and process Licensee Content solely to configure, deliver, support, update, and protect the Product and to comply with law. Licensee represents that it has all rights and permissions necessary for this use.
9.3 Decision Records. As between Provider and Licensee, Licensee owns the seller-specific factual content entered locally into a Decision Record. Provider retains ownership of all Provider Materials incorporated into or used to generate that record. Provider grants Licensee a perpetual, non-exclusive license to reproduce, store, print, disclose, and use Provider Materials as incorporated into an authorized Decision Record for the relevant transaction, recordkeeping, supervision, audit, regulatory, insurance, dispute, and legal purposes. Each Decision Record is governed by the version of this Agreement in effect at the time that Decision Record was generated, and no later modification of this Agreement alters the rights in, or the terms governing, a Decision Record already generated.
9.4 Feedback. If Licensee provides suggestions, ideas, or feedback, Licensee grants Provider a perpetual, irrevocable, worldwide, royalty-free right to use and commercialize them without restriction, attribution, or compensation, provided Provider does not identify Licensee without permission.

10. Compliance Content; No Legal Advice or Protection Guarantee

10.1 Provider may update framework or form-reference content to reflect developments Provider has identified as of a stated date. Any “current,” “statute-aware,” or similar statement means only that Provider has used commercially reasonable efforts to reflect selected developments as of the applicable version date. Laws, regulations, forms, interpretations, MLS rules, and brokerage practices may change without notice and may vary by jurisdiction and facts.
10.2 THE PRODUCT, PROVIDER MATERIALS, WEBSITE, UPDATES, AND COMMUNICATIONS ARE GENERAL INFORMATIONAL AND DOCUMENTATION RESOURCES ONLY. THEY ARE NOT LEGAL, REGULATORY, REAL ESTATE, TAX, INSURANCE, CYBERSECURITY, OR OTHER PROFESSIONAL ADVICE. PROVIDER DOES NOT INTERPRET LAW FOR LICENSEE OR DETERMINE WHETHER ANY TRANSACTION OR PRACTICE COMPLIES WITH LAW.
10.3 THE PRODUCT DOES NOT PROVIDE OR GUARANTEE E&O COVERAGE, LIABILITY PROTECTION, A SAFE HARBOR, REGULATORY COMPLIANCE, ADMISSIBILITY, ENFORCEABILITY, AUDIT DEFENSE, OR ANY PARTICULAR LITIGATION, DISCIPLINARY, MLS, BROKERAGE, OR TRANSACTIONAL OUTCOME. A DECISION RECORD MAY BE CHALLENGED OR GIVEN LIMITED OR NO WEIGHT.

11. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRODUCT, ARTIFACT, DECISION RECORDS, DOCUMENTATION, UPDATES, WEBSITE, AND ALL RELATED CONTENT AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ACCURACY, COMPLETENESS, CURRENTNESS, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCT, OR THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, PROVIDER DOES NOT WARRANT THAT ANY CONTENT WILL ADDRESS EVERY LAW, RULE, FORM, FACT, OR JURISDICTION; OR THAT USE WILL PREVENT CLAIMS, LOSSES, FINES, DISCIPLINE, LICENSE ACTION, MLS ACTION, OR OTHER ADVERSE RESULTS. LICENSEE ASSUMES ALL RISK ARISING FROM USE, NONUSE, STORAGE, DISTRIBUTION, AND RELIANCE.

12. Indemnification

Licensee shall defend, indemnify, and hold harmless Provider, its affiliates, and their respective owners, managers, officers, employees, contractors, agents, licensors, successors, and assigns from and against all third-party claims, demands, investigations, proceedings, losses, liabilities, damages, judgments, penalties, fines, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Licensee’s or any permitted user’s access to, use, misuse, alteration, distribution, storage, or reliance on the Product or a Decision Record; (b) a listing, marketing-path decision, seller interaction, disclosure, consent, recommendation, or real estate transaction; (c) Licensee Content, Configuration Information, or Seller Information; (d) Licensee’s breach of this Agreement, negligence, willful misconduct, or violation of law, MLS rules, brokerage policy, professional duties, privacy rights, intellectual property rights, or other third-party rights; or (e) use of an outdated, unauthorized, modified, or shared Artifact. Licensee shall not settle any claim without Provider’s written consent.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND REPRESENTATIVES WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (e) COST OF REPLACEMENT GOODS OR SERVICES; OR (f) CLAIMS, FINES, LICENSE OR MLS DISCIPLINE, E&O MATTERS, TRANSACTION LOSSES, OR REAL ESTATE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCT OR THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE SHALL NOT EXCEED THE AMOUNT LICENSEE PAID PROVIDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. Term, Suspension, and Termination

14.1 Term. This Agreement begins upon acceptance and continues until terminated. Each Update Term is governed by Section 5.
14.2 Provider may suspend delivery, Updates, support, or other access if Licensee fails to pay, breaches this Agreement, threatens Product security or integrity, uses the Product unlawfully, shares the Artifact, or creates legal or technical risk. Provider may terminate this Agreement immediately for an incurable material breach or after ten days’ notice if a curable breach remains uncured. Non-payment of a Renewal Fee is not a breach of this Agreement; it ends only Licensee’s right to receive Updates, and any suspension or termination for non-payment of a Renewal Fee does not disable, revoke, or claw back a previously delivered Artifact or any Decision Record.
14.3 Licensee may terminate this Agreement at any time by giving written notice or by canceling under Section 5. Cancellation of automatic renewal, non-renewal, or Licensee’s termination is not a termination of the perpetual license for an already delivered Artifact, which continues as provided in Sections 4.1 and 5.6.
14.4 Only upon termination of this Agreement for Licensee’s uncured material breach shall Licensee stop using and delete all copies of the Artifact and Documentation, except completed Decision Records that must be retained by law or for an existing transaction, audit, insurance, or dispute. In all other cases, including cancellation, non-renewal, expiration of an Update Term, or Licensee’s termination without breach, Licensee may continue using the last lawfully delivered Artifact as stated in Sections 4.1 and 5.6.
14.5 Sections that by their nature should survive will survive, including Sections 4.1, 4.2, 4.3, 5.6, 7 through 13, 14.4, 14.5, and 16 through 18, together with accrued payment obligations.

15. Third-Party Services and Website Links

The Product or website may reference or interact with third-party products or services, including payment processors, browsers, PDF tools, printers, electronic-signature platforms, cloud storage, MLS systems, forms, or external websites. Third parties are independent and governed by their own terms. Provider does not control, endorse, warrant, or assume responsibility for them, and changes to them may impair Product compatibility or functionality.

16. Confidentiality

From time to time during the term of this Agreement, Provider and Licensee may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Without limiting the foregoing, the Provider Materials are Provider’s Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to the receiving party and will continue as long as permitted by applicable law; provided, however, for any Confidential Information that constitutes a trade secret (as determined under applicable law), those obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as the Confidential Information remains subject to trade secret protection under applicable law.

17. Governing Law; Venue; Jury Trial Waiver; Time to Bring Claims

17.1 Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.
17.2 Venue; Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Pennsylvania in each case located in the County of Chester, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
17.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCT.
17.4 To the maximum extent permitted by law, any claim by Licensee must be filed within one year after the claim accrued, or it is permanently barred. This limitation does not apply where prohibited by law.

18. General Terms

18.1 Changes to Agreement. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. Material changes will be communicated by posting, email, or another reasonable method. Changes apply on the stated effective date; however, changes to renewal price or other terms will be provided in advance when required by law. Continued use after effectiveness constitutes acceptance, except where affirmative consent is legally required. Notwithstanding the foregoing, no modification of this Agreement will revoke, narrow, or condition the perpetual license to, or Licensee’s continued use of, any Artifact already delivered to Licensee or any Decision Record already generated; each such Artifact and Decision Record remains governed by Section 4.1 and by the version of this Agreement in effect when that Artifact was delivered or that Decision Record was generated, and modifications apply only prospectively.
18.2 Assignment. Licensee may not assign or transfer this Agreement or the Artifact without Provider’s prior written consent. Any purported assignment in violation of the foregoing is null and void. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
18.3 Force Majeure. Provider will not be liable or responsible to Licensee, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in performance caused by circumstances beyond Provider’s reasonable control, including acts of God, natural disasters, epidemic or pandemic, fire, flood, war, terrorism, civil unrest, government action, labor disputes, or failure or interruption of utilities, telecommunications, internet service, hosting, payment processors, or other third-party services. This Section does not relieve Licensee of its payment obligations for amounts already due.
18.4 Notices. Notices to Provider must be sent to LTC Capital, LLC at 225 Wilmington-West Chester Pike, Suite 223, Chadds Ford, PA 19317 and vcyr@thecyrteam.com and must be delivered either in person, by email, certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Product. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
18.5 Entire Agreement; Order of Precedence. This Agreement, the applicable checkout or order terms, and incorporated policies are the entire agreement concerning the Product and supersede prior or contemporaneous statements. If they conflict, the checkout or order controls only if it expressly identifies the provision of this Agreement it overrides; otherwise, this Agreement controls. Website marketing does not expand Provider’s obligations beyond this Agreement.
18.6 Severability; Waiver. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches.
18.7 Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. Nothing creates a partnership, joint venture, employment, franchise, fiduciary, or agency relationship. Sellers, brokerages, MLSs, and other persons are not third-party beneficiaries.
18.8 Headings; Interpretation. Headings are for convenience only. “Including” means “including without limitation.” “Writing” includes electronic form. Any rule construing ambiguity against the drafter does not apply.