HomeMy WebLinkAboutContracts & Agreements_181-2003_CCv0001.pdf S T A M$ MULTI-PRODUCT LICENSE AGREEMENT
C
This License Agreement is effective ("Effective Date")the date
accepted and executed by First American Real Estate Solutions,
L.P., a Delaware limited partnership ("FARES"), and a
corporation ("Customer').
Y
1. DEFINITIONS
As used in this Agreement,the following terms shall have the following meanings with such meanings to be equally applicable
to both the singular and plural forms of the terms defined:
"Agreement" means this License Agreement, all exhibits algorithms,and other information that may be disclosed or
attached hereto, any terms and conditions included within provided to Customer in the course of providing the
a Service, and any agreements, schedules or exhibits Service,and all intellectual property rights thereon.
supplementing or amending this agreement. If there is a
conflict between this License Agreement and the terms and "Service" means the Software Applications, Valuation
conditions included within a Service, this License Models, Information and any applicable user manuals and
Agreement shall control and prevail. any other Services provided by FARES to Customer as
specified in Exhibit A, Part A (FARES Services). The
"End User" means an individual or entity determined by Service includes any corrections,bug fixes,enhancements,
Customer to have a legitimate business need to use updates or other modifications, including reasonable
Customer's products,who has been approved by Customer Service replacements,to the Service.
as a qualified subscriber of Customer's products, and who
is permitted access to Customer's system on a restricted "Software Applications" means the computer program,
psis using an assigned password or other security services, functions, in object code only, as specified in
mechanism to order Customer's products. Exhibit A, Part A(FARES Services)offered by FARES to
access the Information or Valuation Models and to
"Fees" means the amount payable by Customer for access automatically generate information for specific real
to and use of the Service as described in Exhibit A,Part D properties based on user-defined variables and proprietary
(Fees). FARES computer programs.
"Information" means certain FARES' real property "Sublicensee" means an individual or company that
information and reports obtained from public records and Customer permits to redistribute a Service, in whole or in
other sources as specified in Exhibit A, Part A (FARES part, alone or in combination with other products or
Services), and as available to and updated by FARES in services Customer may offer.
the regular course of its business.
"Valuation Models" means the real property valuation
"Permitted Applications" means the Applications information for a specific residential property generated by
described in Exhibit A,Part B(Permitted Applications). the automated valuation models as specified in Exhibit
Part A (FARES Services) and outputted in. FARES'
"Proprietary Information" means the Service and all standard data formats.
other data, manuals, documentation, software programs,
2. LICENSE
2.1 Grant. Subject to the terms and conditions of (a) The Service is for the sole use within Customer's
this Agreement (including Customer's obligation to pay own organization and by Customer's own employees or
for Service access), FARES grants to Customer a non- agents. The Service may not be used outside the United
exclusive, non-transferable license to the Service, under States without the prior written consent of FARES.
FARES' intellectual property rights in the Service, to use
each Service solely for the Permitted Applications for each (b) Customer agrees both during and after the term of
such Service. this Agreement that Customer shall not (i) disclose, use,
disseminate, reproduce or publish any portion of the
2.2 Restrictions on Use. Customer agrees to, Service in any manner other than as stated in this
represents, and warrants to FARES, both during and after Agreement, (ii) permit any parent, subsidiaries, affiliated
the term of this Agreement,the following provisions: entities or other third parties to use the Service or any
C:WIy DocumentsWlulti-Product License Agreement CITY OF REDLAND.doc
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portion thereof(iii) process or permit to be processed the insurance, (ii) in connection with underwriting individual
Service or any portion thereof, except in accordance with insurance,(iii)in evaluating an individual for employment
the provisions of this Agreement, with other data or purposes, (iv) in connection with a determination of an
software from any other source, (iv) allow access to the individual's eligibility for a license or other benefit granted
Service through any terminals located outside of by a governmental authority, (v) in connection with any
Customer's operations, or (v) use the Service to create, permissible purpose as defined by the Fair Credit
enhance or structure any database in any form for resale or Reporting Act(15 U.S.C. Sections 1681 et seq.),or(vi)in
distribution, except in accordance with the terms of this any other manner that would cause such use of the
Agreement. Customer shall be solely responsible for Information to be construed as a consumer report by any
obtaining any and all necessary licenses, certificates, authority having jurisdiction over any of the parties;
permits, approvals or other authorizations required by (e) Customer will not use the Service for any
federal, state or local statute, law or regulation applicable
to Customer's use of the Service. FARES makes no purpose that (i) infringes any third party's copyright,
patent, trademark, trade secret or other proprietary rights
representations or warranties about the legality or propriety or rights of publicity or privacy, (ii) violates any law,
of the use of the Service in any jurisdiction,state or region. statute, ordinance or regulation (including without
(c) Customer will (i) not use for solicitation the limitation the laws and regulations governing unfair
name,mailing address or telephone number of a consumer competition, anti-discrimination or false advertising), or
that is designated within the Service as requesting (iii) is defamatory, trade libelous, unlawfully threatening
protection from solicitation, (ii) abide by all prevailing or unlawfully harassing;
federal,state,and local laws and regulations governing fair (f) To the extent Licensee is authorized under this
information practices and consumers' rights to privacy, Agreement to publish or otherwise permit access to the
and (iii) limit access to consumer information to those
individuals who have a"need to know"in connection with Service on a World Wide Web site or otherwise via the
Customer's business and will obligate those individuals to Internet, Customer will adopt, publish, and comply with
acknowledge consumers' rights to privacy and adhere to privacy policies that comply with either the guidelines
fair information practices; established by TRUSTe.org as more fully set forth at
httv����, the Better Business Bureau,or such
(d') Customer will not use the Service(i)as a factor in other organization as the parties mutually agree to select:
establishing an individual's eligibility for credit or
3. DELIVERY of DATA AND FORMAT.
FARES will provide to Customer the Services and updates Information. Customer further acknowledges that the sale
in accordance with the provisions set forth in Exhibit A. amount data element of any deed transaction data included
Part C(Delivery). Customer acknowledges that the amount within the Information is not available in some states and
of Information available varies substantially from area4o- some such sale amount data are estimates of value based on
area, and that circumstances may exist or arise which may available data and are calculated by FARES.
prevent FARES from providing such data or achieving Notwithstanding anything herein to the contrary, FARES
complete representation of all data elements of the Services. may discontinue providing Services for any geographic
The Information shall not be construed as or constitute a location which prohibits FARES'providing of such Services
representation as to the condition of title to real property. in accordance with this Agreement, or for any geographic
The Information may not include all recorded conveyances, location as to which FARES has discontinued the collection
instruments or documents which impart constructive notice of data for its own business.
with respect to any chain of title described in the
4. FEES
4.1 Fees. In consideration of the rights granted 4.2 Billing and Payment. At the end of each
Customer hereunder, Customer will pay FARES the Fees. FARES monthly billing cycle, FARES will invoice
Fees charged, if based on on-line connect time,are limited Customer for all Fees incurred by Customer during such
with each new search session entered by Customer and billing cycle. Customer will pay the invoice in full within
include all data entry,search,sort,print or download time. thirty(30) days of receipt. If UI payment is not made, a
There is a minimum billable time of one (1) minute per charge equal to one and one-half percent (P/2%) will be
new search entered. Usage will be billed in increments of added to the balance due,not to exceed the maximum legal
one (1) minute. Fees are exclusive of sales, use, ad limit permitted by law- If Customer becomes thirty(30)or
valorem,personal property, and other taxes, Which are the more day's past due,Customer's access or shipment will be
responsibility of Customer. automatically disabled until all past due charges are paid,
and Customer shall be in default of this Agreement.
Customer will continue to be responsible for any monthly
minimum charge during any period that access or shipment records and any source documents pertaining thereto for
is suspended. If it becomes necessary for FARES to the limited pwpose of verifying the accuracy of
enforce this Agreement through an attorney, collection Customer's reports and the amounts due hereunder.
agency, or directly through small claims court, Customer FARES, or its designee, may, during the, course of such
shall pay all attorney's fees, agency fees, court costs, and examination,review or audit and make such copies and/or
other collections costs, including without limitation post- extracts of Customer's books and records relating to
judgment costs for legal services at trial and appellate Customer's usage of the Information. FARES shall treat
levels. Delinquency may affect Customer's credit rating. all such information reviewed during an audit as
confidential and will not disclose same to any third party
4.3 Reporting and Audits. (excluding FARES' designee) without the written consent
of Customer. The parties each shall pay for one-half the
(a) Report. Within thirty(30)days after the end cost of such audit, unless FARES finds that Customer
of each calendar month, Customer will provide FARES a underpaid the amount of fees due hereunder in an amount
detailed and accurate statement of the calculation of all greater than ten percent (10%) of the amount actually
payments earned with respect to such month,together with remitted. If Customer's underpayment of such fees
payment thereof Such Report shall indicate which exceeds ten percent(10%)of the amount actually remitted,
transactions are subject to the Perpetual License Fees the Customer agrees to pay the full cost of the audit.
described in Exhibit A. Customer agrees within thirty (30) days of discovery of
such underpayment to(i)make such underpayment and(ii)
(b) Audits. (i) Financial Audits: Customer will pay for the full cost of the audit, if applicable. (ii)
maintain current, accurate, and complete books and Compliance Audits. FARES reserves the right to audit the
records relating to its usage of the FARES Services and Customer to ensure Customer's compliance with the terms
Information and all payments due FARES hereunder. and conditions of the contract, after providing Customer
FARES or its designee (which may be a certified public with reasonable notice thereof FARES shall pay for and
accountant chosen by FARES)may,at any time while this may choose the appropriate auditor or investigator in its
Agreement is in effect and for a period of six months sole discretion. If such auditor determines there has been a
thereafter (but no more than once in a six-month period), material breach in Customer's compliance with the terms
require Customer to provide a certified statement prepared of this Agreement, FARES may immediately terminate the
by, a certified public accountant, at Customer's expense, contract, and pursue its other legal remedies. Should
verifying the accuracy of records relating to Customer's Customer not cooperate with FARES' reasonable request
usage of the Information and all payments due FARES. If to audit for compliance within thirty (30) days of notice
such certified statement indicates any errors in Customer's thereof, Customer shall be deemed to have conclusively
records, FARES, or its designee, may, on reasonable admitted to a material breach in Customer's compliance
advance notice to Customer and during reasonable for which FARES may immediately terminate the contract
business hours,examine, inspect and audit such books and and pursue its legal remedies.
5. TERm;TVRMINATION
5.1 Term. The initial term of this Agreement shall be against the breaching party. Notwithstanding the
for a period of twelve (12) months, commencing on the foregoing, if Customer is in breach under Section 4(Fees)
Effective Date. The term shall automatically renew for of this Agreement, FARES may terminate this Agreement
additional successive twelve (12) month terms, unless effective ten (10) days after giving Customer written
terminated pursuant to Subsection 5.2 (Termination) of notice of such default, unless Customer shall have
this Agreement. remedied the breach within such ten(10)day period.
5.2 Termination. Although this Agreement may not 5.3 Payment Upon Expiration or Earlier
be terminated without cause during the initial term, either Termination. Upon the expiration or termination of this
party may forego automatic renewal by giving the other Agreement as set forth above in Subsections 5.1 (Term)
party not less than sixty(60)calendar days' written notice and 5.2 (Termination),Customer shall pay FARES in full
of termination prior to the expiration of the then-current for all products actually delivered and services actually
term. Except for the termination provisions in Section performed by FARES under this Agreement prior to the
4.3(b) (Audits), if either party breaches any provision of effective date of such expiration or termination.
this Agreement, the non-breaching party shall, upon
providing written notice of such breach, be entitled to 5.4 Return of Materials. Upon termination of this
immediately terminate this Agreement, provided such Agreement by either party, Customer, at its own expense,
breach is not cured within thirty(30)days following such shall within fifteen (15) days of such termination, at
notice. If this Agreement is terminated as a result of a FARES' option as FARES shall notify Customer in
breach, the non-breaching party shall, in addition to its writing, (i) return all Service materials to FARES at the
right of termination, be entitled to pursue legal remedies address set forth below on the signature page of this
Agreement or (ii) certify (by a certificate signed by an pay the actual costs as reasonably incurred by FARES to
officer of Customer)that such Service has been destroyed. retrieve such materials. Custonier shall be obligated to
If such materials have not been returned or destroyed in continue paying FARES fees ordinarily and reasonably
accordance with the above, Customer shall provide charged by FARES for data of a similar nature and use
FARES or FARES` agent access to Customer's premises after the termination of this Agreement,until such time as
for the retrieval of all such materials, and Customer shaft Customer returns to FARES or destroys such materials.
6. USE AND TRAINING
Customer shall limit use of the Service to its employees provide Customer with a telephone number for Customer
who have been appropriately trained. FARES shall to request assistance in the use of the Service Monday
provide, at a mutually convenient time, initial training in through Friday, 7 a.m. to 5 p.m. Pacific Standard Time,at
the use of the Service at no charge at mutually agreed upon no charge, as reasonably required and requested by
locations, including Customer's premises. FARES will Customer.
7. TuiRD PARTY USE
Use of the Service by third parties is not permitted under this Agreement.
8. PROPRIETARY INFORMATION
The Proprietary Information is and shall remain the sole expressly prohibited by this Agreement, as allowed under
and exclusive property of FARES. Customer shall have the fair use provision of the Copyright Act, 17 U.S.C. §
only the limited rights with respect to the Proprietary 107. Customer will take all reasonable steps, in
Information expressly granted in this Agreement, and all accordance with the best industry practices, to protect the
rights not expressly granted by FARES are reserved. security of the Proprietary Information and to prevent
Customer agrees that only FARES shall have the right to unauthorized use or disclosure. Customer is responsible
alter, maintain, enhance or otherwise modify the for all access to and use of the Proprietary Information by
Proprietary Information. Customer shall not disassemble, Customer's employees or agents or by means of
decompile, manipulate or reverse engineer the Proprietary Customer's equipment or Customer's FARES usernames
Information and shall take all necessary steps to prevent and passwords,whether or not Customer has knowledge of
such disassembly, dee piling, manipulation or reverse or authorizes such access or use. It is the sole
engineering of the Proprietary Information. Under no responsibility of Customer to maintain the confidentiality
circumstances shall Customer sell, license, publish, of all assigned usernames and passwords, and Customer
display, copy, distribute, or otherwise make available the shall be responsible for all charges relating to the use of
Proprietary Information in any form or by any means, said usernames and passwords whether or not authorized
except as expressly permitted by,this Agreement,including by Customer.
without limitation the transfer to a third party or, if not
9. CONSUMER PRIVACY
Customer acknowledges that the Service,while comprised broadcast or otherwise make public the name, address or
in part of public record data, describes information that other information about an individual consumer, unless
may be deemed to be sensitive information by some FARES and the subject consumer provide written
consumers. It is the policy of FARES to respect the authorization to do so; (c) Customer will abide by all
request of consumers to remove their name, mailing prevailing federal, state, and local guidelines governing
address or telephone number from use in solicitation. fair information practices and consumers' rights to
Customer's agreement to comply with this policy is an privacy; and (d) Customer will limit access to consumer
integral condition to FARES entering into this Agreement. information to those individuals who have a "need to
Customer agrees (a) Customer will not utilize in any know" in connection with Customer's business and will
manner the name,mailing address or telephone number of obligate those individuals to acknowledge consumers'
a consumer that is designated theSiervice as requesting rights to privacy and adhere to fair information practices.
protection from solicitation; (b) Customer will not
10. WARRANTIFS
10.1 Warranty. FARES warrants to Customer that the an appraisal or underwriting process. The predicted value
Information does not infringe, misappropriate or violate reports are based upon data collected from public record
the intellectual property rights of a third party.FARES will sources. THE ACCURACY OF THE METHODOLOGY
indemnify, defend and hold Customer harmless from and USED TO DEVELOP THE REPORTS, THE
against any and all claims, losses, liabilities, costs and EXISTENCE OF THE SUBJECT PROPERTY, AND
expenses attributable to any allegation of intellectual THE ACCURACY OF THE PREDICTED VALUE, ARE
property infringement arising out of this Agreement ESTIMATIONS OF VALUE BASED ON AVAILABLE
(unless such allegation arises from the combination or use DATA AND ARE NOT GUARANTEED OR
of the Information with any other software, data, or WARRANTED. The condition of the subject property and
materials not furnished by FARES or is used in violation current market conditions can greatly affect the validity of
of any term or condition contained in this Agreement), the Valuation Models. Any Valuation Models generated
provided that (I) Customer gives FARES prompt written does not include a physical inspection of the subject
notice of any such allegation, (ii) FARES maintains full property or a visual inspection or analysis of current
and complete control over the defense of any such market conditions by a licensed or certified appraiser,
allegation, provided FARES demonstrates to Customer's which is typically included in an appraisal.
reasonable satisfaction FARES' financial ability to defend
said action or claim and satisfy its indenmification 103 Disclaimer. EXCEPT AS OTHERWISE
requirements; (iii)FARES shall consult with Customer to STATED IN THIS SECTION, THE SERVICE IS
obtain Customer's reasonable consent before any judicial PROVIDED"AS IS" WITHOUT WARRANTY OF ANY
settlement is reached that could affect Customer's rights, KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
and (iv) Customer cooperates fully with FARES in the WITHOUT LIMITATION ANY WARRANTIES OF
defense of any such allegation. If the Information MERCHANTABILITY OR FITNESS FOR A
becomes or, in FARES' opinion, is likely to become the PARTICULAR PURPOSE. BECAUSE SOME
subject of any claim or action that infringes, JURISDICTIONS DO NOT PERMIT THE EXCLUSION
misappropriates or violates the intellectual property rights OF IMPLIED WARRANTIES, THIS DISCLAIMER
of another person,then FARES,at its expense and option, MAY NOT APPLY. FARES NEITHER ASSURES NOR
may: (i) procure the right for Custamer to continue using ASSUMES ANY LIABILITY TO ANY PERSON FOR
the Information,(h)modify the Information to render it no THE PROPER PERFORMANCE OF SERVICES
longer subject to any such claim or action, or(iii)replace NECESSARY TO THE CONDUCT OF A REAL
the Information or any portion thereof with equally ESTATE CLOSING. FARES DOES NOT REPRESENT
suitable, finctionally equivalent, non-infringing data. If OR WARRANT THAT THE SERVICE IS COMPLETE
none of the foregoing is commercially practicable, either OR FREE FROM ERROR, AND DOES NOT ASSUME,
party may terminate this Agreement at any time without AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO
consequence(financial or otherwise). ANY PERSON FOR LOSS OR DAMAGE CAUSED BY
ERRORS OR OMISSIONS IN THE SERVICE,
10.2 Lim itations Of Valuation Models. The WHETHER SUCH ERRORS OR OMISSIONS RESULT
Valuation Models do not constitute an appraisal of the FROM NEGLIGENCE, ACCIDENT OR OTHER
subject property. They should not be relied upon in lieu of CAUSE.
11. LimITATION OF LIABILITV
FARES' TOTAL LIABILITY AND CUSTOMER'S SHALL HAVE NO LIABILITY UNDER OR IN ANY
EXCLUSIVE REMEDY UNDER OR RELATED TO WAY RELATED TO THIS AGREEMENT FOR ANY
THIS AGREEMENT SHALL BE LIMITED TO DIRECT LOSS OF PROFIT OR REVENUE OR FOR ANY
MONEY DAMAGES NOT EXCEEDING THE CONSEQUENTIAL, INDIRECT, INCIDENTAL,
AMOUNT PAID BY CUSTOMER TO FARES DURING SPECIAL OR EXEMPLARY DAMAGES, EVEN IF
THE TWELVE (12) MONTHS PRECEDING THE FARES IS AWARE OF THE POSSIBILITY OF SUCH
CLAIM. THIS LIMIT IS CUMULATIVE AND ALL LOSS OR DAMAGES. SOME STATES DO NOT
PAYMENTS UNDER THIS AGREEMENT WILL BE ALLOW THE EXCLUSION OR LIMITATION OF
AGGREGATED TO CALCULATE SATISFACTION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO
THE LIMIT. THE EXISTENCE OF MULTIPLE THE ABOVE LIMITATION OR EXCLUSION MAY
CLAIMS WILL NOT ENLARGE THE LIMIT. FARES NOT APPLY.
12. INDEMNIFICATION
Customer agrees to indemnity and hold FARES harmless notice of any such claim. FARES shall control the defense
from and against all claims of third parties arising out of or and any settlement of such claim, and Customer shall
related to the use of the Service by, the Customer, or cooperate with FARES in defending against such claim.
attributable to Customer's breach of this Agreement;
provided that FARES gives Customer prompt written
13. GENERAL PROVISIONS
13.1 Advertising. Customer will not disclose FARES facsimile is binding upon the other party as an original.
as a data source to any third party, except as may be The parties shall treat a photocopy of such facsimile as a
authorized in writing by FARES or required by federal, duplicate original. If this Agreement is executed in
state or local government regulations. counterparts, no signatory hereto shall be bound until all
parties hereto have duly executed or caused to be dully
13.2 Proprietary Marks. Neither party will use, or executed a counterpart of this Agreement. The individuals
permit their respective employees, agents and signing below represent that they are duly authorized to do
subcontractors to use, the trademarks, service marks, so by and on behalf of the party for whom they are signing.
copyrighted material, logos, names, or any other
proprietary designations of the other party, or the other 13.8 Governing Law and Forum; Attorneys' Fees.
party's affiliates, whether registered or unregistered, The interpretation and construction of this Agreement,and
without such other party's prior written consent. all matters relating hereto,shall be governed by the laws of
the State of California applicable to agreements executed
13.3 Entire Agreement. This Agreement constitutes and to be performed solely within such State. The parties
the entire agreement between the parties, and superceJes hereby submit to the jurisdiction of, and waive any venue
any prior understanding or agreement, orat or written, objections against,the United States District Court for the
relating to the Service. Central District of California, Orange County Branch and
the Superior and Municipal Courts of the State of
43.4 Severability. If any of the provisions of this California, Orange County in any litigation arising out of
Agreement becomes invalid, lite-gal or unenforceable in this Agreement Each of the parties agrees that it shall not
any respect under any law, the validity, legality and seek a jury trial in any proceeding based upon or arising
eniorbility of the remaining provisions shall not in any out of or otherwise related to this Agreement or any of the
way be affected or impaired. other documients and instruments contemplated hereby and
each of the patties hereto waives any and all right to such
115 Waiver; Modifications, No waiver by either jury trial. This Agreement will not be governed by the
party of any breach by the other p - of any of the United Nations Convention on Contracts for the
provisions of this Agreement shall be deemed a waiver of International Sale of Goods, the application of which is
any preceding or succeeding breach of the same or any expressly excluded. The prevailing party shall be awarded
other provision hereof No such waiver shall be effective its reasonable attorney's fees and costs in any lawsuit
unless in writing and then only to the extent expressly set arising out of or related to this Agreement.
forth in writing. No modifications of this Agreement shall
be effective unless in writing and signed by both parties. 13.9 Relationship of Parties. Neither party is nor
shall be a partner,joint venturer,agent or representative of
13.6 Survival. Any provision of this Agreement the other party solely by virtue of this Agreement. Neither
which contemplates performance subsequent to the party has the right, power or authority to enter into any
expiration or earlier termination of this Agreement, or contract or incur any obligation,debt or liability on behalf
which expressly states that it shall survive termination of of the other party.
the Agreement, shall so survive such expiration or
termination and shall continue in full force and effect until 13.10 Uncontrollable Events. No party shall be liable
fully satisfied. for any delay or failure in its performance of any of the
acts required by this Agreement when such delay or failure
13.7 Execution. This Agreement may be executed in arises for reasons beyond the reasonable control of such
any number of counterparts, each of which shall be party. The time for performance of any act delayed by
deemed an original, but all of which taken together shall such causes shall be postponed for a period equal to the
constitute one and the same instrutnent. A signature on a delay; provided, however, that the party so affected shall
copy of this Agreement received by either party by give prompt notice to the other party of such delay. The
party so affected, however, shall use its best efforts to Agreement, with a copy to FARES' counsel, First
avoid or remove such causes of nonperformance and to American Real Estate Solutions, 5601 East La Palma
complete performance of the act delayed, whenever such Avenue, Anaheim,California 92801,facsimile:(714)777-
causes are removed. 2706, attention- Legal Department, or such other address
or number as shall be furnished in writing by any such
13.11 Assignment. Customer may not assign or party. Such notice or communication shall be deemed to
transfer this Agreement or any rights or obligations under have been given as of the date so delivered, sent by
this Agreement without the prior written consent of facsimile or mailed.
FARES, which shall not be unreasonably withheld. This
Agreement will bind and inure to the benefit of the parties 13.13 Miscellaneous. Headings at the beginning of
and their respective successors and permitted assigns. each section and subsection are solely for convenience and
FARES may terminate this Agreement immediately upon are not intended to be a part of this Agreement and shall
written notice if Customer undergoes a change of have no effect upon the construction or interpretation of
ownership or control, which shall be damned to have any part hereof Whenever required by the context of this
occurred upon Customer entering into a binding agreement Agreement, the singular shall include the plural and the
with respect to such change of ownership or control. For masculine shall include the feminine,and vice versa. This
purposes of this Section, "change of owwership or controP' Agreement shall not be construed as if it had been
shall mean any transaction or series of transactions in prepared by either party, but rather as if it were jointly
which Customer merges with another entity or in which prepared. In the event that any action required by the
more than fifty percent(5011'',)of the voting stock or other parties hereto does not occur on a business day,the action
voting securities or ownership interests of Customer,or all shall be taken on the next succeeding business day
or substantially all of the assets of Customer,are acquired thereafter. The parties hereto do not intend to confer any
by another entity (alone or in combination with its benefit hereunder on any person or entity other than the
affiliates). parties hereto and, therefore, there are no third party
13.12 Notices. Any notice or other communication beneficiaries to this Agreement. The Appendixes to this
required or permitted under this Agreement shall be Agreement constitute integral parts of this Agreement and
sufficiently given if delivered in person or sent by are hereby incorporated into this Agreement by this
facsimile or by registered or certified mail, postage reference.
prepaid, addressed as shown on the signature page of this
This License Agreement has been duty executed by the parties as of the Effective Date.
CITY OF REDLANDS("CUSTOMER") FIRST AMERICAN REAL ESTATE SOLUTIONS,
L.P.
By: RES LLC,,its General Partner
By
Authorized Signature
Name:Mayor(Carl N. Haws Authorized Signature
[print or type] Name: DALE DUBOIS
[print or type]
x .
Attest:
Lorrie Poyzer, its ",ej
Title: ACCOUNT EXECUTIVE
Date: 9/16/03
Date:
Address: 35 CAJON ST. STE. 30 V10-3
REDLAND,CA 92373 Address: 5601 East La Palma Avenue,
Anaheim,California 92807
Facsimile: Facsimile: (714)693-3857
EXHIBIT A TO
LICENSE AGREEMENT BETWEEN
FIRST AMERICAN REAL ESTATE SOLUTIONS, L.P.(-FARES")AND
City of Redlands("CUSTOMER")
A. FARES SERVICES:
1. Information: Metroscan
B. PERMITTED APPLICATIONS: Customer may use the above Services solely for the applications
specified below.
1. Customer's use: In accordance with the terms and conditions of the Agreement,Customer may use
the FARES Services for Customer's internal direct marketing purposes. Customer may also create
marketing lists("Customer Product"}with FARES Information which Customer may provide End
Users.
2. End User's use: End Users may use the Customer Product for internal business purposes only. End
Users may not resell,relicense or redistribute the Information in whole or in part.
3. Additional Restrictions: Customer agrees and warrants that neither Customer nor End Users shall
use any element or component of the FARES Services to create, replace, supplement or enhance any
title, legal, vesting, ownership or encumbrance report. Customer warrants that neither Customer nor
End Users shall use FARES' Services, coupled with alternative insurance approaches or products
without first obtaining written permission from FARES. Notwithstanding anything herein to the
contrary, without FARES' prior written approval, the FARES Services may not be provided to the
following entities, their affiliates or subsidiaries, nor their successors-in-interest: Fidelity National
Information Solutions, CoStar Group, Mace, Domania, MicroGeneral Corp., Acxiom, MacDonald-
Detweiler, Lexis/Nexis, Solimar, BasislOO, FNC, InfoUSA, Donnelley, Database America, Experian,
Equifax and Polk. Neither Customer nor End User may sell the FARES Services to the top twenty,
mortgage origination lending institutions,as documented by the Faulkner and Gray publication of the
top twenty mortgage originators,without FARES' prior written approval.
C. DELIVERY: Customer may access the FARES Services using FARES' password protected, secured,
Internet site x-vwwleadstoloans.com.
D. PERIODIC FEES. Customer shall pay FARES $1000 unlock for downloads per year
E. Renewal pricing shall be negotiated in good faith.
C:',,My Doe utntints\City of Redlands-License Agreement(Appendix).doc Executable NB 5/29/03