END USER LICENSE AGREEMENT

 

 

Terms and Conditions of Use

ACI, a division of First American Mortgage Solutions, LLC, on behalf of itself and its affiliates (“ACI”), with offices at 145 City Place, #200, Palm Coast, FL 32164 provides the following terms and conditions of use for individual users of its online products and services (“You”).

AS LONG AS YOU COMPLY WITH ACI’S TERMS OF AND CONDITIONS OF USE, ACI GRANTS YOU A PERSONAL, NON‐EXCLUSIVE, NON‐TRANSFERABLE, LIMITED PRIVILEGE TO ENTER AND USE ACI’S PRODUCTS AND SERVICES (AS DEFINED BELOW). EXCEPT AS PROVIDED HEREIN, NO OTHER RIGHTS ARE CONFERRED TO YOU. IN ADDITION, NOTHING IN THIS TERMS AND CONDITIONS OF USE SHALL BE DEEMED TO CONFER ANY THIRD‐PARTY RIGHTS OR BENEFITS.

These Terms and Conditions of Use (the “Terms of Use”) apply to the use of: (1) ACI desktop software product and services; (2) ACI online products and services including, but not limited to those located at aciweb.com, aci365.com, acigo.com, appraisal.com, acianalytics.com, acisky.com, aciskyservices.com, skyflood.com, parlogic.com, pincert.com; and (3) all associated sites linked to these sites, (collectively, the “Site”). The Site is the property of ACI and its licensors.

ACI reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is Your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that You accept and agree to such changes.

 

ACI Content

All ACI (1) text, graphics, logos, icons, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, images, audio clips, digital downloads, and product demonstrations (2) data and content compilations; and (3) executable code (collectively, “ACI Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel”, texts provided by ACI and arrangement of such ACI Content, contained on the Site is owned, controlled or licensed by or to ACI, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms of Use, no part of the Site and no ACI Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without ACI’s express prior written consent. The ACI Content further cannot be the basis for any derivative work or compilation without ACI’s express prior written consent.

ACI takes no responsibility for any third‐party content (including, without limitation, any viruses, Trojan horses, or other intrusive or disabling programs), nor does ACI have any affirmative obligation to monitor such third party content. ACI reserves the right at all times to remove or refuse to post or distribute any content on the Site, such as content which violates the terms of this Terms of Use.

ACI also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (1) satisfy any applicable law, statute, regulation, rule, legal process or governmental request, (2) enforce this Terms of Use, including any investigation over potential violations hereof, (3) detect, prevent, or otherwise address fraud, security or technical issues, (4) respond to user support inquiries, or (5) protect the rights, property or safety of ACI, its users and the public.

Your Responsibilities

You may use information made available by a third party for Your internal business purposes only, provided that You (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for Your personal or informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such materials.

You may not use any “deep‐link”, “page‐scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any ACI Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any such ACI Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. ACI reserves the right to bar any such activity.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look‐up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of ACI, including any ACI account not licensed by You, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Your own information, as provided for by the Site.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal You send to ACI on or through the Site or any service offered on or through the Site. You may not pretend that You are, or that You represent, someone else, or impersonate any other individual or entity.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look‐up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of ACI, including any ACI account not licensed by You, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Your own information, as provided for by the Site.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal You send to ACI on or through the Site or any service offered on or through the Site. You may not pretend that You are, or that You represent, someone else, or impersonate any other individual or entity.

Purchases; Other Terms and Conditions

Annual contract, prepaid

Service begins as soon as Your payment is processed. You’ll be charged the annual rate stated at the time of purchase in a single amount, plus applicable taxes. Your contract will renew automatically on Your annual renewal date, until You cancel. Renewal rates are subject to change, but we’ll always notify You beforehand. If You cancel within 30 days of Your order, You’ll be fully refunded. Should You cancel after 30 days, Your payment is non‐refundable and Your service will continue until the end of Your contract term. Cancellations may be made by contacting ACI OneCall at 800‐234‐8727. Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the Site, including contests, promotions or other similar features, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions, including where applicable representing that You are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, the latter terms shall control with respect to Your use of that portion of the Site or the specific service.

ACI’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such agreements.

ACI may make changes to any products or services offered on the Site, at any time, without notice.

Copyright

By visiting this Site, You understand and agree that all copyrights and trademarks will be respected.

Copyright © 2020 by ACI, a First American company ALL RIGHTS RESERVED.

All ACI Content is the property of ACI or its content or software suppliers and is protected by United States and international copyright laws. You may not modify, copy, distribute, transmit, display, publish, sell, or license any information from this Site without the express written consent of ACI and any applicable third‐party owner or licensor. You may not create derivative works, or use any ACI Content available on or through this Site for commercial or public purposes without the express written consent of ACI and any applicable third‐party owner or licensor. In addition, You may not reproduce, transmit, transcribe, store in a retrieval system, or translate into any human or computer language any part of the material and databases on this Site in any form or by any means whatsoever without the express written consent of ACI. Such consent may be requested by contacting ACI at:

Attention: Legal Department

4 First American Way, Santa Ana, California 92707.

Trademarks

The trademarks, logos, service marks, graphics, and trade dress displayed on this Site are the intellectual property of ACI and other applicable parties that have licensed their property and/or material to ACI. You should assume that any product or service name is a registered mark, trademark, or service mark and the intellectual property of ACI or a third party. Additionally, regardless of whether any product and service name is registered, You should assume that ACI has common law rights in all product and service names.

You are prohibited from using any ACI or third‐party trademarks or service marks noted on the Site for any purpose, including but not limited to use as metatags on other pages or sites on the World Wide Web, without the express written permission of ACI or such third parties. If ACI grants such written permission, You may not use the trademarks and service marks in any manner that (i) is likely to cause confusion among customers or the public, or (ii) disparages or discredits ACI. Each of these policies may be changed from time to time and are effective immediately upon posting such changes on the Site.

Accounts, Passwords and Security

Certain features or services offered on or through the Site may require You to open an account (including setting up an ACI ID and password). You are entirely responsible for maintaining the confidentiality of Your account information, including Your password, and for any and all activity that occurs under Your account.

You agree to notify ACI immediately of any unauthorized use of Your account or password, or any other breach of security. However, You may be held liable for losses incurred by ACI or any other user of or visitor to the Site due to someone else using Your ACI ID, password or account.

You may not use anyone else’s ACI ID, password or account at any time without the express permission and consent of the holder of that ACI ID, password or account. ACI cannot and will not be liable for any loss or damage arising from Your failure to comply with these obligations.

Privacy

ACI’s Privacy Policy applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. You shall be solely responsible for compliance with all applicable international, federal, state and local laws and regulations in the performance of its obligations and use of the Site hereunder, including all applicable privacy and data protection and security laws and regulations. You understand and acknowledge that Your use of the Site is also subject to the terms and conditions of ACI’s Privacy Policy, which is available on the website located at www.firstam.com/privacy‐policy/index.html.

Additionally, by using the Site, You acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information You send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

Notices

Any notice required from You to ACI shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service to ACI, 145 City Place, #200, Palm Coast, FL 32164. Any notice required from ACI to YOU shall be in writing and mailed by U.S. mail, return national overnight express service, or electronic communication to the current contact information ACI has maintained for You.

Links to Other Sites and to the ACI Site

The Site may contain links to other independent third‐party websites (“Third‐Party Linked Sites”). These Third‐Party Linked Sites are provided solely as a convenience to our visitors. Such Third‐Party Linked Sites are not under ACI’s control, and ACI is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Third‐Party Linked Sites. You will need to make Your own independent judgment regarding Your interaction with these Third Party Linked Sites.

Third‐Party Linked Sites do not include any of the ACI websites identified in the Terms of Use as part of the Site or otherwise provided by or on behalf of ACI.

License Rights

As part of an effort to provide, among other benefits, standardization and efficiencies within the valuation process, You and ACI both acknowledge and agree ACI may use the data, text, information, links and information provided through access of the Site or ACI’s systems or networks, whether submitted via appraisal forms in their completed form or as submitted, extracted form, or otherwise processed (collectively, “User Content”) for ACI’s internal business purposes, and You hereby grant ACI the royalty free right to utilize the User Content for ACI’s internal business purposes. ACI agrees it will not resell or redistribute User Content to third parties.

Disclaimers

ACI DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR‐FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS‐IS” AND “AS‐AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. ACI CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM, OR THE CONTENT POSTED INCLUDING THE ACI CONTENT POSTED ON THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. ACI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON‐INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ACI DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY ACI SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST ACI FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

ACI reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non‐routine maintenance, error correction, or other changes.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL ACI BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SITE, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES SUCH LIMITATION OF LIABILITY SHALL APPLY (I) WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SITE OR ITS CONTENT INCLUDING ACI CONTENT, FROM INABILITY TO USE THE SITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), AND (II) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to You. UNDER NO CIRCUMSTANCES SHALL ACI BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING ONE HUNDRED DOLLARS ($100.00).

Indemnity

YOU AGREE TO INDEMNIFY AND HOLD ACI, ITS PARENT, WHOLLY‐OWNED SUBSIDIARIES AND AFFILIATES, AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, PREDECESSORS, SUCCESSORS IN INTEREST, EMPLOYEES, AGENTS, HARMLESS FROM ANY DEMANDS, LOSS, LIABILITY, CLAIMS OR EXPENSES (INCLUDING ATTORNEYS’ FEES), MADE AGAINST ACI BY ANY THIRD PARTY DUE TO OR ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE.

YOU HAVE FURTHER AGREED TO INDEMNITY REGARDING THE REPRESENTATIONS AND WARRANTIES IDENTIFIED IN THE WORK FOR HIRE AND LICENSE RIGHTS SECTION OF THIS AGREEMENT.

Violation of These Terms of Use

You agree that ACI may, in its sole discretion and without prior notice, terminate Your access to the Site and/or block Your future access to the Site if we determine that You have violated these Terms of Use or other agreements or guidelines which may be associated with Your use of the Site. You also agree that any violation by You of these Terms of Use will cause irreparable harm to ACI, for which monetary damages would be inadequate, and You consent to ACI obtaining any injunctive or equitable relief that ACI deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies ACI may have at law or in equity.

You agree that ACI may, in its sole discretion and without prior notice, terminate Your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by You (self‐initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

Limitations Regarding ACI Content

General Purpose Appraisal Report (GPAR™)

ACI MAKES NO REPRESENTATIONS, COVENANTS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE GPAR™. ACI SHALL HAVE NO LIABILITY FOR CONCLUSIONS THAT MAY BE REACHED BY YOU IN THE GPAR™. YOU AGREE TO INDEMNIFY AND HOLD ACI HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, CLAIM, SUIT OR EXPENSE, INCLUDING REASONABLE ATTORNEY FEES, ARISING OUT OF OR RELATING TO THE IMPROPER USE OF THE GPAR™ BY YOU.

Sky Flood™

ALL FLOOD ZONE DATA IS SUBJECT TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS: ALL FLOOD ZONE DATA (INCLUDING ANY MAPS) PROVIDED BY ACI FOR USE WITH THE ACI SOFTWARE IS PROVIDED “AS IS” AND “WITH ALL FAULTS”. ACI MAKES NO REPRESENTATIONS OR WARRANTIES TO ANY PARTY, EITHER EXPRESS OR IMPLIED, CONCERNING THE ACCURACY OR COMPLETENESS OF ANY SKY FLOOD DATA, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ACI SHALL HAVE NO LIABILITY TO ANY PARTY IN CONNECTION WITH ANY USE OF THE SKYFLOOD DATA.

ACI Licensors and Third‐party Products

Third‐Party Linked Sites are provided as a convenience only. Such Third‐Party Linked Sites are not under the control of ACI. ACI is not responsible for the content of any Third‐Party Linked Site or any additional link contained in a Third‐Party Linked Site. ACI does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third‐Party Linked Sites, and the inclusion of any link in the Site is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by ACI of any information contained in any Third‐Party Linked Site.

In no event will ACI be responsible for the information contained in such Third‐Party Linked Sites or for Your use of or inability to use such website or software. Access to any Third‐Party Linked Site is at Your own risk, and You acknowledge and understand that linked Third‐Party Linked Sites may contain terms and privacy policies that are different from those of ACI. ACI is not responsible for such provisions, and expressly disclaims any liability for them. In addition, use of the following Third‐Party Linked Sites is subject to the additional terms and conditions stated herein.

Employee Relocation Council

Use of the Site or Third‐Party Linked Sites for the Employee Relocation Council forms is subject to the following additional terms and conditions:

Certain material contained in this License Agreement is licensed from the Employee Relocation Council (ERC) and is subject to the terms of that license. The use of all ERC forms generated by this Software is limited to the preparation of completed forms by the end user for its business use. The production of blank forms is strictly prohibited. ERC reserves the right to change, modify, or discontinue the use or endorsement of any of its forms at any time, without notice to the end user. ERC makes no claims or representations concerning its forms whatsoever, including their fitness for any specific or particular purpose. ERC is not connected in any way with any software vendor and licenses its forms widely.

Canadian Employee Relocation Council

Use of the Site or Third‐Party Linked Sites for the Canadian Employee Relocation Council forms is subject

to the following additional terms and conditions:

Certain material contained in this License Agreement is licensed from the Canadian Employee Relocation Council (“C‐E‐R‐C”) and is subject to the terms of that license. Theuse of all C‐E‐R‐C forms generated by this Software is limited to the preparation of completed forms by the end user for business use. The production of blank forms is strictly prohibited. C‐E‐R‐C reserves the right to change, modify, or discontinue the use or endorsement of any of its forms at any time without notice to the end user. C‐E‐R‐C makes no claims or representations concerning its forms whatsoever, including their fitness for any specific purpose. C‐E‐R‐C is not connected in any way with any software vendor and licenses its forms widely.

CoreLogic Flood Services, LLC

Use of the Site or Third‐Party Linked Sites for all flood zone data is subject to the following additional

terms and conditions:

All flood zone data (including any maps) provided by Corelogic Flood Services, LLC, for use with the ACI Software is provided “AS IS” and “WITH ALL FAULTS”. NEITHER CORELOGIC NOR ACI MAKES ANY REPRESENTATIONS OR WARRANTIES TO ANY PARTY, EITHER EXPRESS OR IMPLIED, CONCERNING THE ACCURACY OR COMPLETENESS OF ANY TFHC DATA, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Neither CoreLogic nor ACI shall have any liability to any party in connection with any use of the CoreLogic flood zone data.

Appraisal Institute, Inc.

Use of the Site or Third‐Party Linked Sites for Appraisal Institute, Inc. is subject to the following additional terms:

I agree that the Appraisal Institute is not responsible for the data, analysis or work product I will be providing to my client in these AI Reports®. I agree to only use AI Reports® for my own internal business purposes, and I may not re‐sell or sublicense AI Reports®. I further agree to indemnify, defend and hold harmless the Appraisal Institute from and against any and all third‐party claims or liabilities for any third‐party claim brought against the Appraisal Institute arising from or related to my use and/or any misuse of AI Reports®.

FNC, Inc. AIReady (ENV) File Process

Use of the Site or Third‐Party Linked Sites for the creation, delivery, process and review of ENV AIReady™‐type files (“ENV Files”) and any other use of the ENV Processor (“ENV Module”) provided by FNC, Inc. (“FNC”) is subject to the following additional terms:

(a) Your use of the ENV Module and any creation, delivery, review, and processing of any ENV Files are at Your sole risk and discretion;

(b) When delivering any ENV Files using the ENV Module or the Software, You shall only deliver such file to any FNC Port or any person or entity designated by FNC from timeto‐ time and available on the AI Ready website (www.aiready.com), and subject to any further terms and conditions as may be set forth therein.

(c) You are solely responsible for maintaining compliance with USPAP and any other standards and regulations to which You and/or any of Your clients or customers, including appraisers, may be subject.

(d) You represent and warrant that You are responsible for the review of any appraisal to be processed using the Software and/or the ENV Module. In connection with any use of the ENV Module, (i) You have reviewed and revised, and have caused any appraiser or other person responsible for (or identified in) any form, report or process to review and revise, any such report, form, or process prior to its delivery to any other person (including any client or intended user), (ii) You will, and will cause any appraiser or other person responsible for or identified in any form, report, or process to, use best practices in connection with any such review and revision, which includes, without limitation, a visual review of the resulting data stream, form, report, or process against the original appraisal, data stream, form, report, or process, and (iii) You have saved, and caused any appraiser or other person (whether an appraiser or not) to save, a copy of any such form, report, or results of the process for future reference.

(e) For each appraisal, form, report, or process processed into an ENV File, You havecaused the applicable appraiser to acknowledge and agree that each ENV File derived from such appraisal, form, report, or process shall include a copy of such appraiser’s signature as provided on such appraisal, form, report, or process.

(f) FNC AND ACI SPECIFICALLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL OTHER IMPLIED TERMS ARE EXCLUDED. THE ENTIRE AND EXCLUSIVE LIABILITY AND REMEDY FOR ANY CLAIM AGAINST FNC AND/OR ACI BY REASON OF THE USE OF THE ENV MODULE SHALL BE LIMITED TO REPLACEMENT OF THE DEFECTIVE ENV MODULE AND SHALL NOT INCLUDE OR EXTEND TO ANY CLAIM FOR OR RIGHT TO RECOVER DAMAGES OF ANY KIND.

(g) You shall indemnify, defend and hold FNC and ACI, including each of the foregoingentities’ affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors and assigns from and against any liabilities, claims, actions suits, proceedings, judgments, losses, damages, deficiencies, costs and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of any use, misuse, reproduction, or redistribution of the ENV Module and any ENV Files and any breach or inaccuracy of any representation, warranty, covenant or obligation set forth in this Section entitled “FNC, Inc. AI Ready (ENV) File Process”.

Google Maps

By use of the Site or Third‐Party Linked Sites with relation to Google Maps, You hereby consent to Google’s Map Terms, Legal Notices, Acceptable Use Policy, and Privacy Policy as follows:

(a) “Maps Terms” mean the terms for Google Maps set forth at the following URL,http://maps.google.com/help/terms_maps.html (or other URL as may be provided by Google).

(b) “Legal Notices” mean the legal notices set forth at the following URL (or other URL as may be updated by Google) http://www.maps.google.com/help/legalnotices_maps.html (or other URL as may be provided by Google)

(c) The “Acceptable Use Policy” or “AUP” means the means the acceptable use policy for the Services available at http://www.google.com/enterprise/earthmaps/legal/us/maps_AUP.html (or other URL as may be provided by Google))

(d) “Privacy Policy” means the privacy policy set forth at the following URL: http://www.google.com/privacy/privacy‐policy.html (or other URL as may be provided by Google).

Starcap Marketing, LLC (Apex Software)

By visiting the Site, you agree to the applicable terms described herein. Apex Software hereby grants the user of the Site a personal, non‐transferable and non‐exclusive right and license to use the program under the terms stated in this agreement. Title, ownership and/or rights in and to the program and the related documentation remain with Apex Software. This license remains effective until terminated. You may terminate this license at any time by returning to your authorized dealer, at your expense, the program and related documentation together with all copies and merged portions in any form. This license will also terminate immediately upon conditions set forth elsewhere in the Agreement or if you fail to comply with any term or condition contained herein. Installation and use of this program is limited to the original purchaser/subscriber in accordance with the terms of sale. You and your employees and agents are required to protect the confidentiality of the program. You may not transfer, distribute or otherwise make the program or documentation available to any third party, by any timesharing or otherwise, without the prior written consent of Apex Software. The program may not be modified, decompiled, reverse engineered or reproduced without the expressed written consent from Apex Software. You may not copy or reproduce the program or documentation for any purpose except with the written permission of Apex Software. You acknowledge that you are receiving only a LIMITED LICENSE TO USE the program and related documentation and that Apex Software retains all rights to the program and documentation. Apex Software makes no representation or warranties, either expressed or implied, by or with respect to the program and related documentation, including but not limited to, implied warranties of merchantability or fitness for any particular purpose(s). In no event will Apex Software be liable for any damages, whether direct or indirect, special, consequential or incidental, arising from the use of this program. Please contact your authorized dealer to obtain a Return Merchandise Authorization (RMA) number in order to expedite handling. Programs returned without an RMA will not be processed.

Governing Law

You agree that all matters relating to Your access to or use of the Site, including all disputes, will be governed by the laws of California without regard to its conflicts of laws provisions.

You agree to the personal jurisdiction by and venue in the state and federal courts in California.

Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out‐of‐pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees.

In the event of any controversy or dispute between ACI and You arising out of or in connection with Your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to the courts.

Miscellaneous Terms

These Terms of Use constitute the entire agreement between You and ACI with regard to Your use of the Site, and any and all other written or oral agreements or understandings previously existing between You and ACI with respect to such use are hereby superseded and cancelled. If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect.

These Terms of Use and the rights and obligations are personal to You and may not be assigned by You or by operation of law without the prior written consent of ACI. ACI has the right to assign this agreement to a successor of ACI or to the purchaser of any of the assets of ACI in its sole discretion.

ACI’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by ACI of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between ACI and You or any other party be deemed to modify any provision of these Terms of Use.